Exhibit No. 20
BuyersOnline.com, Inc.
Form 10-KSB/ 2000
File No. 0-26917

                 COPP WHEELOCK PARTNERS, L.L.C.
                  14683 Midway Road, Suite 200
                      Addison, Texas 75001,
                Telephone (972) 490-9900, ext 266
                    Facsimile (972) 934-1000
                   E-Mail: rwheelock@vline.net

February 1, 2001

Mr. Ted Stern
Chairman and Chief Executive Officer
BuyersOnline, Inc.
66 Wadsworth Park Drive, Suite 101
Draper, Utah 84020

Subject: Agreement for Financial Advisory and Business
Development Services

Dear Mr. Stern:

In. follow-up to our conversations with Bill Shupe, this letter
(referred to herein sometimes as this "Letter" or this
"Agreement") describes the financial advisory and business
development services ("Services") proposed to be performed by
Copp Wheelock Partners, L.L.C. (hereinafter referred to as the
"Financial Advisor" or "Copp Wheelock") for and on behalf of
BuyersOliline, Inc. ("BOL" or the "Company") regarding the
raising up to S20.0 million or more of private equity capital and
performing financial advisory work in connection with potential
mergers with and acquisitions of selected companies now
struggling with the downturn in the technology markets. Proceeds
from the proposed financing(s) will be used to expand the
Company's nationwide business to become the premier residential
and business consumer membership organization offering online
monthly discount services and rebate programs that can help
provide alternative payment sources to, in effect, "zero out"
subscribing customers' monthly bills and provide them with
competitive access to telephone and Internet "Essential Services"
from such providers as Global Crossing, Quest, Williams, and
Broad Wing. Additionally, proceeds from financing are
contemplated to be utilized to develop other strategic
partnerships that will increase traffic over the BuyersOnline web
site. The Company also plans to offer expanded Essential Services
in the future to include wireless communications, satellite
television, home security, utilities, a monthly utilities program
and other new benefits to its members. The Company seeks to
employ alternative marketing techniques to support its aggressive
growth expectations. In turn, targeted acquisitions will be a key
to the future growth of the Company.

The background and qualifications of Copp Wheelock, goals and
objectives of BOL, nature and scope of Services proposed to be
performed and compensation for such Services are described in the
following paragraphs. Your acceptance of the terms,

conditions, and provisions described herein will constitute an
"Agreement" by and between Copp Wheelock and BOL for such
Services.

BACKGROUND AND QUALIFICATIONS

Financial Advisor provides financial advisory and business
development services to emerging entrepreneurial business
enterprises and their principals through its members,
professional associates and broker-dealer affiliate(s). Financial
Advisor's services include preparation and review of business
plans and strategic plans; organizational planning; financial
analysis and reports; market analysis and reports; industry
analysis and reports; analysis and reports on existing and
proposed now products and services lines; assistance in the
preparation of financial projections; business enterprise
valuations; capital structure formulation; structuring of
financial transactions;

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preparation of financing proposals for
procurement of debt, mezzanine and equity financing; due
diligence investigations; mergers, acquisitions, divestitures and
recapitalizations; and coordination of preparation of legal
documentation.

GOALS AND OBJECTIVES
The goals and objectives of BOL, as we understand them, are
briefly outlined as follows:

     1.   To build and organize the premier membership
          organization providing jointly residential and business
          consumer Essential Services, namely telephone and
          Internet, based on purchasing these services at
          wholesale and reselling them to BOL's members who also
          benefit from the Shopping Rebate Program for all of the
          strategic product relationships in place presently and
          in the future. The Company seeks to expand its
          membership base not only through aggressive marketing
          techniques, but also by an aggressive acquisition
          program of existing companies ripe for takeover that
          have with a significant existing customer base.
          Examples of some current relationships include Eddie
          Bauer, buy.com, OfficeMax, Omaha Steaks and many
          others. The Company will consider strategic investments
          by financing sources which could also help accelerate
          BOL's and their own internal growth plans.

     2.   To value the Company and to establish parameters for
          establishing a range of enterprise values for its stockholders'
          equity in order to develop guidelines for structuring financing
          to support the future growth of the business.

     3.   To determine the amount and structure of financial
          resources necessary to support the initial development
          and growth of the Company.

     4.   As needed, to obtain additional financing in the form
          of "Senior Secured Debt," "Mezzanine" and/or "Private
          Equity" financing in order to support the exploitation
          of the initial success of the Company's marketing

          efforts as well as the future development and growth of
          BOL, including any acquisitions it may seek to make.

     5.   To minimize the potential dilution of the
          ownership interests of the existing stockholders of
          BOL, balanced against obtaining adequate capital to
          maximize the growth and future equity values of BOL.

     6.   To maximize the rates of growth and levels of
          revenues and profits of B0L, as well as the value of
          its stockholders' equity, commensurate with sound risk
          management practices.

     7.   To identify, investigate, analyze and evaluate
          selected targeted acquisition candidates, establish pro-
          forma values for them, negotiate favorable terms and
          conditions for their acquisition, and close on the
          acquisitions of qualified candidates.

SCOPE 0F SERVICES

The scope of initial Services to be performed by Copp Wheelock
for and on behalf of the BOL will be carried out in two (2)
phases as follows:
               Phase I        Business Planning, Documentation,
                              Identification of Early Strategic
                              Partners and investors
               Phase II       Arrange Financing to Cover
                              Immediate Growth Needs, and
                              Subsequent Acquisition Targets

The nature, and scope of Services to be performed by Financial
Advisor with respect to Phase I will include, but not necessarily
be limited to, the following:

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     1.   Assistance in connection with the investigation,
          analysis and evaluation of the Company's existing and
          proposed business activities; background and
          qualifications of existing and prospective management
          personnel; products and services; facilities;
          organization and employees; markets and customers;
          financial history; existing capital structure; business
          and marketing strategies; business and marketing plans;
          as well as documentation to support the development and
          preparation of "Financing Proposals" and/or' "Private
          Offering Memorandums."

     2.   Assistance in performing and/or reviewing
          research, analysis, evaluation and documenting
          information regarding proposed growth strategies;
          capital expenditure requirements; markets, competitors;
          and industry facts and trends.

     3.        Assistance in the review, preparation and/or
          updating and documentation of financial projections, a
          "Strategic Plan" and "Business Plan" for BOL

     4.        Assistance in the preparation of a valuation of the
          enterprise value of BOL. The parties agree that this
          Agreement may terminated by either party if the parties
          cannot reasonably agree upon the Company's valuation,
          based upon market conditions and sound economic
          evaluation, with respect to any of the financings
          contemplated in this Agreement.

     5.   Assistance in the formulation of capital structures
          for BOL and determining the amounts of Senior Secured
          Debt, Mezzanine and Private Equity financing that will
          be required to -finance the future growth of BOL.

     6.   Determine and recommend to BOL's
          "Management" the terms, conditions, and provisions of
          each component of Senior Secured Debt, Mezzanine and
          Private Equity financings.

     7.   Assistance, in the preparation of Financing
          Proposals and/or Private Offering Memorandums for the
          potential financings.

     8.   Assist BOL in developing or updating PowerPoint
          and other presentations to prospective financing
          sources.

     9.   We expect to commence the engagement upon
          receipt of an executed copy of this engagement letter
          and receipt of the initial installment of the Base
          Fees.  We expect to conclude the Phase I work
          approximately three (3) to four (4) weeks thereafter,
          excluding holidays This completion schedule
          contemplates that we will receive cooperation from you
          and your personnel, timely receipt of requested
          information, and the assumption that unexpected
          circumstances will not be encountered. We will attempt
          to complete the Phase I work in as close to three (3)
          weeks as is possible subject to receipt of the
          necessary information.

The nature and scope of Services to be performed by Financial
Advisor with respect to Phase II will include, but not
necessarily be limited to, the following:

     1.        Identify and develop financial resources for BOL.
     2.        Assist BOL's Management to arrange and attend
          meetings with, and advise about presentations to
          prospective financing sources.
     3.   Assist in preparation of correspondence and other
          documentation relating to the proposed Senior Secured
          Debt, Mezzanine and/or Private Equity financings.
     4.   Advise BOL in obtaining written proposals and/or
          commitments from prospective financing sources.

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     5.   Prepare evaluations of alternative proposals and/or
          commitments from prospective financing sources.
     6.   Assist financing sources in performing the required
          due diligence.
     7         Assist BOL in reviewing the final terms,
               conditions
          and provisions of the proposed financing.
     8.        Coordinate the preparation and review of legal
          documents.
     9.        Coordinate the closings and fun dings of the
          proposed Senior Secured Debt, Mezzanine and /or Private
          Equity financings
     10.  Evaluate new acquisition candidates, prepare
          proposed terms and conditions for their acquisitions
          and arrange financing to complete the acquisitions.

It is expressly understood and agreed that the reports, results
of analysis, valuations, etc. produced in conjunction with or
completed pursuant to this engagement by Financial Advisor will
be based on materials, information and representations provided
by BOL and its Management. BOL and its Management are responsible
for the accuracy and completeness of the work product generated.
All work product generated will remain the sole property and
responsibility of DOL. Financial Advisor shall be entitled to
maintain copies of its work product for quality control purposes.

COMPENSATION
As compensation for the Services described above, BOL will pay
Financial Advisor "Base Fees" plus "Success Fees" and "Advisory
Fees" as follows:

Base Fees

Phase I. For Services to be rendered, Financial Advisor will be
paid a "Base Fee" ("Base Fee") in the amount of $10,000.00,
payable upon execution of this Agreement and $10,000.00 payable
upon acceptance by the Company of a "Term Sheet" or letter of
intent ("LOI") or the closing of "angel financing" described
hereinbelow, from one (1) or more financing sources identified
and introduced to the Company by or through Financial Advisor and
its associates ("Identified Sources"). Prior to the completion of
Phase II, Copp Wheelock may assist the Company in attracting some
interim "angel" financing (the "Angel Financing") and assist
management in closing such transactions. Upon completion of any
financing, including Angel Financing, in excess of a minimurn of
$1,000:,000.00 (referred to heroin sometimes as the "Minimum
Financing") that is provided by or through one or more Identified
Sources, Advisor shall be entitled to a monthly base fee retainer
of $10,000.00 per month for a period of five (5) months. The
parties understand that the Company requires financing in excess
of the Angel financing to complete its business plan

Upon BOL's execution of this Agreement, Financial Advisor shall
be granted the "Exclusive Rights" to assist BOL and its
Management in arranging the proposed financing for a period of
180 days thereafter (the "Exclusive Period"), specifically
excluding BOL's current contacts, described more fully on Exhibit
"A,"' attached hereto and incorporated herein by reference (BOL's
Contacts") and after closing shall continue to be the Financial
Advisor for subsequent acquisitions and financings of the Company
during the term of this Agreement.

Success Fees

Phase II. Financial Advisor will be paid "Success Fees" ("Success
Fees") equal to various percentages of the gross amounts of
financing received by BOL and/or its affiliates from Identified
Sources and/or financing sources other than the BOL Contacts
as follows:

                                        % of Gross
                                      Amounts Received
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Senior Secured Debt                               1.25%
Mezzanine Financing                               3.00%
Private Equity Financing                          5.00%
Angel Financing                                   7.00%

All Success Fees shall be payable in cash, or BOL stock or
options if so agreed upon by the parties:, by BOL and its
affiliates to Financial Advisor immediately upon closing of each
financing transaction. The Base Fees -paid to Financial Advisor
will not be credited against or deducted from Success fees
described above.

Senior Secured Debt financing will include proceeds from debt
obligations of BOL and/or its affiliates that required periodic
interest and principal payments and which are secured by the
assets of the BOL and/or its affiliates.

Mezzanine. financing will include proceeds from the issuance of
unsecured debt obligations of BOL and/or its affiliates that
require periodic payments of interest and principal. Such
Mezzanine financing may require deferred interest payments or the
grant of options or warrants to purchase capital stock or other
equity interests in. BOL and/or its affiliates, which are
designed as a "yield enhancement" mechanism, but that are
significantly disproportionately less dilutive to the ownership
interests of other equity holders than would be an equivalent
amount of equity financing.

Private Equity will include gross proceeds received by BOL and/or
its affiliates from the issuance of common stock or preferred
stock, unsecured debt obligations that are
convertible into capital stock and capital contributions that
represent a current or future ownership interest in BOL and/or
its affiliates.

The Phase II Success Fees described above and the Additional
Consideration subsequently described that directly relate to any
portion of the contemplated financing that is provided by BOL's
Contacts are specifically excluded. Should BOL involve Advisor,
in writing, in a transaction with any of the BOL Contacts, then
the Phase II Success Fees shall apply as set forth in this
Agreement.

During the term of this Agreement, BOL, its Management and its
officers, directors and stockholders will not solicit additional
financing sources and any inquires from any potential additional
financing sources that they become aware of shall be referred to
Financial Advisor, other than continuing to pursue financing
options with the BOL Contacts.  In the event that an agreement is
reached with any of the Identified Sources and/or any financing
sources other than the BOL Contacts, during the term of this
Agreement to provide financing for BOL and/or its affiliates, the
Success Fees and Additional Consideration described herein shall
be payable and granted to Financial Advisor upon closing of any
financing transaction with such sources, in excess of the Minimum
Financing.

In the event that an acceptable financing transaction is not
closed, committed or otherwise agreed to during the Exclusive
Period, BOL's Management shall be entitled to use Financial
Advisor's work product and/or information derived therefrom to
seek alternative financing for BOL and/or its affiliates only
with Qualified Institutional Buyers.

Advisory Fees

The Financial Advisor will be entitled to be paid "Advisory Fees"
("Advisory Fees") equal to the greater of 1.25% or the following
percentages of the "Implied Enterprise Value" (as further
described below) of each acquisition that is identified by
Advisor during the term of this Agreement and ultimately closed
within eighteen (18) months from the date of termination of this
Agreement. Should BOL identify an acquisition through its
network, contacts or affiliates during the term hereof and elect
to involve Advisor, in writing, for advisory or other purposes,
the Advisory Fees set forth in this paragraph shall apply:

                                                  % of
                                             Implied Enterprise
                                                  Value

First                    $1,000,000              5.00%
Next                     $1,000,000              4.00%

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Next                     $1,000,000              3,00%
Next                    $1,0001-000            2.000/a
Amounts in excess of     $4,000,000              1.00%

The Advisory Fees described above shall be payable in cash, or in
BOL stock and/or options if so agreed upon by the parties, by BOL
and/or its affiliates to Financial Advisor, immediately upon the
closing of each acquisition transaction.

It is expressly acknowledged, understood and agreed that for
purposes of this Agreement, "Implied Enterprise Value" shall mean
the total fair market value of an entity or business identified
and introduced to BOL by Financial Advisor, that is acquired in
whole or in part by, or merged, consolidated or combined with,
the Company and/or its affiliates (the "Target"), Such total fair
market value shall consist of the sum of, without duplication,
(a) the fair market value of the owners' equity of the Target, or
a subsidiary or affiliate thereof, plus (b) the amount of any
outstanding preferred equity securities of the Target, or a
subsidiary or affiliate thereof, to the extent of the rights of
their holders to receive cash or assets of the Target including
liquidation preferences and premiums and dividends, plus (c) the
amount of all indebtedness (including short-term debt, long-term
debt, capitalized leases and other indebtedness including accrued
interest thereon, but excluding accounts payable and accrued
liabilities (other than accrued interest on all indebtedness)
arising in the ordinary course of business) of the Target, or a
subsidiary or affiliate thereof, immediately prior to the
consummation of the acquisition.

Financial Advisor and the Company hereby agree that they will
cooperate with each other to reach an, agreement in writing with
respect to the determination of Implied Enterprise Values and.
the resolution of any disagreements that many arise in connection
therewith prior to undertaking the investigation, analysis and
evaluation of any acquisition transaction.

BOL agrees that the Success Fees and Advisory Fees shall be
earned and paid immediately on funding of any financing
transaction and/or closing of an acquisition transaction, without
any withholdings or offsets by BOL and/or its affiliates. This
Agreement shall be deposited with the investor or agent
responsible for the closing(s) and is BOL's authorization to the
investor/agent to pay directly to Financial Advisor or its
designees the Success Fees and Advisory Fees set forth herein in
accordance with the payment instructions provided by Financial
Advisor.

EXPENSE REEMBURSEMENT

Financial Advisor shall be entitled to be reimbursed by BOL for
all reasonable direct expenses incurred by it in connection with
performing the Services described herein. Such expenses may
include, without limitation, business meals, travel,
entertainment of potential financing sources, copying, printing,
report preparation, production and binding, postage and delivery,
long distance telephone and facsimile charges, legal fees and
expenses, and all other reasonable direct expenses. Upon BOL's
approval, BOL will fund in advance all travel expenses and
provide expense advances to Copp Wheelock any travel-related
expenses. No such expenses in excess of $1,000.00 will be
incurred without the prior approval of DOL. Expenses, other than
those prepaid, will be billed on a semi-monthly basis and will be
due and payable within fifteen (15) business days from the date
of billing. The total expenses hereunder shall not exceed
$50,000.00, unless otherwise agreed in writing by the parties.

ADDITIONAL CONSIDERATION

As "Additional Consideration" for Services to be rendered by
Financial Advisor on behalf of BOL, Financial Advisor shall be
granted upon acceptance by the Company of a "Term Sheet" or LOI
from one (1) or more of the Identified Sources, or upon
completion of Angel Financing, as described above, "Options" or
"Warrants" (the "Warrants") to purchase 300,000 shares of BOL's
common stock exercisable over a five (5) year period with an
exercise price of $2.50 per share as follows: Advisor will fully
vest in 100,000 of the Warrants upon BOL's receipt of the Minimum
Financing; Advisor will fully vest the next 100,000 of the
Warrants upon BOL's receiving a total of $2,000,000 in financing
from the Identified Sources; and the balance of the Warrants will
vest upon BOL's receipt of a total of S3,000,000 in financing
from the Identified Sources. Subsequent to BOL's receipt of the
Minimum Financing, the vesting of the Warrants as described in
the preceding paragraph, shall occur pro rata. For example should
Financial Advisor complete $500,000 in Angel Financing above the
Minimum Financing, Financial Advisor would vest in an additional
50,000 of the Warrants, etc.

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In addition, Financial Advisor shall be granted additional
Options or Warrants to purchase ownership interests in BOL and/or
its affiliates or successors upon successful completion and
closing of any Private Equity and/or Mezzanine financing
transactions with Identified Sources and any financing sources
equal to the Minimum Financing (excluding the BOL Contacts) that
are identified during the term of this Agreement, on a
transaction by transaction basis.

The Options or Warrants to granted to Financial Advisor with
respect to the successful closing of Private Equity financing
shall represent the right to acquire a fully-diluted ownership
interest in BOL. The percentage ownership interest for Private
Equity financing shall be based on the following ratio: one tenth
of one percent (0.1%) per five hundred thousand dollars
($500,000.00) of Private Equity financing received by BOL and/or
its affiliates from Identified. Sources and any financing sources
other than the B0L Contacts that are identified during the term
of this Agreement. The exercise price for such ownership
interests shall be the greater of $2.50 or one hundred and ten
percent (110%) of the then market value of BOL's stock.

The Options or Warrants to be granted to Financial Advisor with
respect to the successful closing of Mezzanine financing shall
represent the right to acquire a fully-diluted ownership interest
in the Company. The percentage ownership interest for Mezzanine
financing shall be based on the following ratio: one tenth of one
percent (0.1%) per five hundred thousand dollars ($500,000,00) of
Mezzanine financing received by BOL and/or its affiliates from
Identified Sources and any financing sources other than the BOL
Contacts that are identified during the term of this Agreement.
The exercise price for such ownership interests shall be equal to
the price to be paid for a comparable fully-diluted ownership
interest by financing sources who provide Mezzanine financing The
exercise price for such ownership interests shall be the greater
of $2.50 or one hundred and ten per cent (110%): of the then
market value of BOL's common stock.

It is expressly understood and agreed that the total ownership
interests of Financial Advisor shall not exceed three percent
(3.00%) of the total, post-Copp Wheelock financings, ownership
interests of BOL on a fully-diluted basis.

The Options or Warrants to be granted to Financial Advisor shall
be exercisable for a period of five (5) years from the date they
are granted. Financial Advisor shall also have "piggy-back"
registration rights with respect to the shares of common stock or
other ownership interests underlying the Opinions or Warrants,
without cost or expense to Financial Advisor.

COMPLIANCE WITH SECURITIES LAWS

Financial advisor and BOL agree that they and all their officers,
directors, stockholders, partners, members, managers, employees
and agents will comply with all state and federal securities laws
and statutes in connection with the financing and acquisition
transactions contemplated by this Agreement

TERM

This Agreement will commence on the date of its execution and
shall terminate 180 days thereafter unless extended by mutual
written consent of BOL and Financial Advisor, The term of this
Agreement shall be automatically extended for one (1) year from
the date of closing of an aggregate of $7 million in financings
from any Identified Source and financing sources, other than the
BOL Contacts, that are identified during the term of this
Agreement

NON-CIRCUMVENTION

BOL agrees that if it or any of its officers, directors,
stockholders, partners, members, managers, or affiliates enter
into any financing, acquisition, sale, or business transactions
with any Identified Source during a period of eighteen months
(18) months from the date of termination of this Agreement, the
Success Fees, Advisory Fees and Additional Consideration
described herein shall be payable to Financial Advisor.

ADDITIONAL DOCUMENTS

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BOL and Financial Advisor agree that they will execute such
additional documents as shall be reasonably required to evidence
or clarify the: intent of the parties contemplated by this
Agreement.

SOLE AGILEEMNT AND JURISDICTION

It is expressly understood and agreed that this Agreement covers
only Services pertaining to the proposed financial advisory and
business development activities and related financing and
acquisition transactions discussed herein, and constitutes the
sole agreement between BOL and Copp Wheelock Any additional
services that may be performed by Financial Advisor on behalf of
BOL and/or its affiliates will be the subject of a separate
written agreement. This Agreement may be amended only by written
agreement by BOL and Financial Advisor. This Agreement and the
rights and obligations of the parties hereto, shall be governed
by and construed in accordance with the laws of the State of
Texas (without regard to any rules or principles of conflicts of
law might look to any jurisdiction outside the State of Texas).

ARBITRATION

If at any time during the term of this Agreement any dispute,
difference or disagreement shall arise upon or in respect of the
Agreement, such dispute, difference or disagreement shall be
referred to a single arbiter agreed upon by the parties, or if no
single arbiter can be agreed upon, an arbiter or arbiter shall be
selected in accordance with the rules of the American Arbitration
Association ("AAA") and such dispute, difference or disagreement
shall be settled by arbitration in Dallas, Texas in accordance
with the then prevailing commercial rules of the AAA, and
judgment upon the award rendered by the arbiter(s) may be entered
in any court of competent jurisdiction and shall include award of
costs to the prevailing party.

MODIFICATIONS AND WAIVERS

This Agreement may not be amended or modified, nor any of its
terms waived, except by a written instrument duly executed by all
parties to this Agreement. A waiver by any party of a

breach of any provision of this Agreement by another party, or
any right under this Agreement, will not be effective unless in
writing and will not operate to waive or excuse any subsequent
breach or to waive any other right. Failure of a party to insist
upon strict compliance with any of the terms of this Agreement
will not be doomed a waiver of such right at any subsequent time.

SEVERABILITY

In the event that any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provisions of this Agreement, and all other provisions shall
remain in full force and affect. If any of the provisions of this
Agreement are held to be excessively broad, it shall be reformed
and construed by limiting and reducing it so as to be enforceable
to the maximum extent permitted by law.

COUNTERPARTS

This Agreement may be executed in several counterparts, each of
which shall be deemed an original and all of which shall
constitute one and the same Agreement. In addition, facsimile
copies shall be treated the same as originals.

ATTORNEY'S FEES AND COSTS

If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing Party shall
be entitled to reasonable attorney's fees, costs and necessary
disbursements.

NONEXCLUSIVITY

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The professional services to be performed by Financial Advisor
for and on behalf of BOL and/or its affiliates are not to be
deemed to be exclusive, except as set forth otherwise herein, and
Financial Advisor shall be free to render professional services
to others and to engage in other activities, so long as its
Services under this Agreement are not impaired thereby. It is
understood and agreed that the officers, members, and managers of
Copp Wheelock are not prohibited from engaging in any other
business activity or from rendering services to any other person,
or from serving as partners, officers, directors or trustees of,
or from owning or holding ownership interests in, any other firm,
corporation or business entity.

DELEGATION OF RESPONSIBILITIES

All Service to be provided by Copp Wheelock under this Agreement
may be famished by any members, managers, officers or employees
of Financial Advisor, by any professional associates or
affiliates of Financial Advisor under its supervision, or by any
party to which such services may lawfully be delegated,

AUTHORITY

Copp Wheelock shall not hold itself out as authorized to
represent BOL, save as the provider of the Services under this
Agreement, or otherwise enter into or purport to enter into any
commitment on behalf of BOL

ASSIGNABILITY

It is expressly understood and agreed that Financial Advisor may
assign its rights under this Agreement to a broker-dealer
affiliate that is a licensed member of the National Association
of Securities Dealers, without the prior consent of B0L.

NOTICES

Any notices to be given hereunder by any party to the other may
be effected either by personal delivery in writing, by mail,
registered or certified, postage prepaid with return. receipt
requested, by facsimile or by e-mail.  Notices delivered
personally shall be deemed communicated as of actual receipt;
mailed notices shall be deemed communicated as of seven (7) days
after mailing; facsimile and e-mail notices shall be deemed
communicated one (1) day after receipt by sender of transmission
confirmation. Notices shall be addressed to the parties as
follows, but each party may change its, address or other
information by written notice in accordance with this paragraph:

If to the Company:

Ted Stem
Chairman and Chief Executive Officer
BuyersOnline, Inc.
66 Wadsworth Park Drive, Suite. 101
Draper, Utah 84020
Telephone: (877) 511-3684

If to CoppWheelock

Robert L. Wheelock, President
Copp Wheelock Partners, L.L.C.
14683 Midway Road, Suite 200
Addison, Texas 75001
Telephone: (972) 490-9900, ext.266
Fax: (972) 934-1000
E-Mail: rwheelock@vline.net

LIMITATION ON LIABILITY INDEMNIFICATION AND HOLD HARMLESS

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Financial Advisor's maximum liability relating to Services
rendered under this Agreement (regardless of form of action,
whether in contract, negligence or otherwise) shall be limited to
the compensation actually received by Financial. Advisor for the
portion of its Services or work products giving rise to
liability. In no event shall Financial Advisor be liable for
consequential, special, incidental or punitive loss, damage or
expense (including, without limitation, lost profits or savings,
opportunity costs, etc.) even if advised of their possible
existence.

BOL shall indemnify and hold harmless Financial Advisor from and
against any claims, liabilities, costs and expenses (including,
without limitation, attorney fees and the time involved) brought
against, paid or incurred by Financial Advisor at any time and in
any way arising out of or relating to Financial Advisor's
Services under this Agreement, except to the extent finally
determined to have resulted from the gross negligence or willful
misconduct of Financial Advisor.

If the terms, conditions, and provisions set forth herein are in
accordance with your understanding and approval of our Agreement,
please so signify by signing and dating a copy of this letter in
the space provided below and returning it to Copp Wheelock
together with a check made payable to Copp Wheelock Partners,
L.L.C. in the amount of $ 10,000.00 (representing the initial
installment of the Base Fees). We look forward to working with
you on this very exciting and dynamic business development
project.

Sincerely,

COPP WHEELOCK PARTNERS, L.L.C

Robert L. Wheelock, III
President

ACKNOWLEDGED UNDERSTOOD APPROVED, AND AGREED:
Buyers Online, Inc.

By:  /s/
Its:
Date:
                                   14


                    EXHIBIT"A"
                    BOL Contacts

          1.        Howard Bronson & Associates.
          2.        Donald & Company Securities Inc.
          3.        Howard Lamda, Esq.
          4         Sensor Corporation.
          5.        Dr. Pat Peters, LLC.
          6.        Brian Smith & Infinity Partners.
          7.        Marvin Adler; Adler & Company.
          8.        David Hill.
          9.        First LevelCapital.
          10.       David Angerbauer.
          11.       Greg Kofford.
          12.       D.A. Davidson Securities.
          13.       Cornerstone Capital.
          14.       Gary Smith.
                                  E-55
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