EXHIBIT D

                                ESCROW AGREEMENT

         THIS ESCROW AGREEMENT (this "Agreement") is dated as of March 23, 2000,
by and among Sales Online Direct,  Inc., a corporation  organized under the laws
of the State of Delaware,  U.S.A.  (the  "Company"),  the buyer set forth on the
execution page hereof (the "Buyer") and H. Glenn  Bagwell,  Jr., a duly licensed
attorney who practices  law in the State of North  Carolina,  U.S.A.,  as Escrow
Agent (the "Escrow Agent").

         Capitalized  terms used herein and not otherwise  defined  herein shall
have the meanings set forth in that Securities  Purchase  Agreement  between the
Company  and the Buyer dated of even date  herewith  (the  "Securities  Purchase
Agreement").

                              W I T N E S S E T H:

         WHEREAS,  the Buyer and the Company have  entered  into the  Securities
Purchase  Agreement,  pursuant to which the Company has agreed to sell,  and the
Buyer has agreed to  purchase,  at the  Closing,  a number of Notes along with a
number of Warrants (collectively, the "Securities"); and

         WHEREAS,  the Buyer and the  Company  have  agreed  to  effectuate  the
Closing utilizing an escrow arrangement as described in this Agreement; and

         WHEREAS, it is a condition of the Company's obligation to sell, and the
Buyer's obli-gation to purchase, the Securities, that this Agreement be executed
and delivered; and

         WHEREAS,  the Escrow Agent is willing to act hereunder on the terms and
conditions set forth herein;

         NOW,   THEREFORE,   in   consideration  of  the  mutual  covenants  and
obligations set forth below, the parties hereto hereby agree as follows:

         1.   ESCROW ACCOUNT.

         1.1  Deposit.  On the Closing  Date,  by wire  transfer of  immediately
available funds in United States Dollars,  Buyer shall deposit the full Purchase
Price (the "Escrow") with the Escrow Agent,  to be held by the Escrow Agent in a
separate  non-interest  bearing account (the "Escrow  Account"),  established at
Wachovia Bank, N.A., (the "Bank"), subject to the terms and provisions contained
herein. At the request of the Company the Escrow Agent shall provide the Company
with all Bank  statements,  notices and other writings that it receives from the
Bank in connection with the Escrow Account.

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         2.   DISBURSEMENT OF ESCROW/SECURITIES; ESCROW OF COMMON STOCK.

         2.1  Disbursement.  At the Closing, upon receipt by the Escrow Agent of
all of the  moneys,  documents,  and things  from the  respective  parties  with
respect to such Closing as described in the Securities Purchase Agreement and as
further  described in Sections  2.1(a) and 2.1(b) below,  the Escrow Agent shall
deliver to each party via facsimile the documents and things (or if requested by
the parties,  only the signature  pages  thereto) to have been  delivered by the
other  party in  accordance  with the  Securities  Purchase  Agreement  and this
Agreement.  The Escrow Agent shall transfer,  by the next business day following
the Closing, by wire transfer to the Company the full Escrow then held, less any
charges  and  fees  agreed  to  be  paid  by  the  Company,  including  (without
limitation) the fees owed by the Company to Delano Group Securities.  The Escrow
Agent shall, upon receipt thereof,  deliver (via overnight  delivery service) to
the Company originals of all other documents and things listed in Section 2.1(b)
below.  The Escrow Agent shall,  upon receipt  thereof,  deliver (via  overnight
delivery service) originals of all of the documents and things listed in Section
2.1(a) below to the Buyer at the address provided in writing by the Buyer to the
Escrow Agent.

         The Closing may take place via facsimile. This shall be accomplished in
the  following  manner.  Each party shall  deliver via  facsimile  to the Escrow
Agent,  at  the  telecopier  number  provided  on the  signature  page  to  this
Agreement,  the first page and the fully executed  signature page to each of the
documents  and  things to be  executed  by such party at the  Closing.  If stock
certificates,  Notes or Warrants are to be delivered,  each such  certificate or
document  shall be delivered  via overnight  courier to the Escrow  Agent.  Upon
receipt of the requisite  documents  and things via facsimile or otherwise  from
each party,  the Escrow Agent shall in turn send to each party the documents and
things  received  from the other party.  Thereafter,  upon receipt by the Escrow
Agent of the Purchase  Price and the original  Notes and Warrants  being sold at
such Closing,  the Escrow Agent shall wire transfer the Escrow (less any charges
and fees agreed to be paid by the Company to third parties) to the Company. Each
party closing the transactions  contemplated  herein via facsimile shall deliver
via  overnight  courier  service to the Escrow Agent  complete  originals of all
documents and things (as called for in Sections  2.1(a) and 2.1(b) below) within
one (1) business day after such delivery via facsimile. Each party hereby agrees
that a facsimile  of each  document and thing to be  delivered  hereunder,  once
delivered  to the Escrow  Agent,  shall be  binding  upon such party in the same
manner as would an original to the full extent allowed by applicable law.

         (a).     Items to be Delivered by the Company to the Escrow Agent.

         At the  Closing.  On the Closing  Date,  the Company  shall send to the
Escrow Agent on behalf of the Buyer,  unless otherwise  stated,  three (3) fully
executed (by the authorized  officer(s) of the Company) originals of each of the
following   documents:   (I)  the  Securities  Purchase   Agreement,   (II)  the
Registration  Rights  Agreement,  (III)  one  (1)  original  of  each  Note,  as
applicable, fully executed, along with two (2) copies of each Note issued by the
Company;  (IV) one (1) original fully executed Warrant along with two (2) copies
of the  Warrant;  (V) the  executed  original  Legal  Opinion  (Exhibit E to the
Securities Purchase Agreement) along with two (2) copies thereof; and (VII) this
Agreement.

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         (b)      Items to be Delivered by the Buyer to the Escrow Agent.

         At the Closing.  On or before the Closing Date, the Buyer shall send to
the Escrow Agent on behalf of the Company,  unless otherwise  stated,  three (3)
fully executed originals of each of the following documents:  (I) the Securities
Purchase  Agreement,   (II)  the  Registration  Rights  Agreement,   (III)  this
Agreement;  and (IV) the full purchase price for the Securities  being purchased
at such Closing, via wire transfer to the Escrow Account.

         2.2.  Escrow of Common Stock.  In  accordance  with Section 4(h) of the
Securities  Purchase  Agreement,  and based  upon  certain  representations  and
warranties contained in the Securities Purchase Agreement,  upon registration of
the  Registrable  Securities,  and from time to time as  requested  by the Buyer
thereafter,  the Company  shall place in trust with the Escrow Agent one or more
stock certificates  representing a number of non-legended shares of Common Stock
as specified in the Securities Purchase Agreement ("Escrow Shares").  The Escrow
Agent shall hold the Escrow Shares in certificate form or in a brokerage account
as the Escrow Agent deems appropriate to fulfill his duties under the Securities
Purchase  Agreement and hereunder.  None of the Escrow Shares shall be disbursed
other  than in  accordance  with the  terms of  Section  4(h) of the  Securities
Purchase  Agreement and of the terms hereof,  or in accordance  with the written
instructions of both the Company and the Buyer delivered to the Escrow Agent. In
no event shall the Escrow  Agent  release or transfer  any Escrow  Shares to any
party other than to the Buyer (or another buyer) or to the Company in accordance
with this  Agreement,  absent express written  instructions  from the Company to
transfer Escrow Shares to a third party.

         Upon a full or partial  conversion of the Note, the Buyer shall deliver
via facsimile to the Escrow Agent a copy of the Notice of Conversion. The Escrow
Agent shall use its reasonable best efforts to cause the delivery from escrow to
the Buyer (in accordance  with the Buyer's  written  instructions  to the Escrow
Agent,  and via  electronic  transfer or  otherwise)  of the number of shares of
Common  Stock  specified in the Notice of  Conversion  within three (3) business
days after receipt of such Notice of  Conversion.  The Escrow Agent shall not be
responsible  for any breach by the Company of its  obligation to timely  deliver
sufficient Escrow Shares to effect a conversion or exercise.

         Upon Buyer's  receipt of all Common Stock due upon conversion of all of
the Notes  issued to the Buyer,  the Buyer  shall  inform  the  Escrow  Agent in
writing that the requirements of the Securities  Purchase Agreement with respect
to the Notes have been satisfied. The Company shall instruct the Escrow Agent in
writing as to the return to the Company of the remaining Escrow Shares,  and the
Escrow Agent shall as soon as practicable return such remaining Escrow Shares in
accordance  with the Company's  instructions.  Thereafter the Escrow Agent shall
have no  further  obligation  to any party with  respect  to the Escrow  Shares,
whether those delivered to the Buyer or those returned to the Company.

         2.3 Controversies. If any controversy arises between two or more of the
parties hereto,  or between any of the parties hereto and any person not a party
hereto,  as to whether  or not or to whom the Escrow  Agent  shall  deliver  the
Escrow or any  portion  thereof  or as to any  other  matter  arising  out of or
relating to this  Escrow  Agreement,  the Escrow  Agent shall not be required to
determine the same and need not make any delivery of the Escrow concerned or any
portion  thereof  but may retain the same until the rights of the parties to the
dispute shall have been finally  determined by agreement or by final judgment of
a court of competent jurisdiction after all appeals have been finally determined

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(or the time for  further  appeals  has  expired  without an appeal  having been
made).  The Escrow  Agent shall  deliver  that  portion of the Escrow  concerned
covered by such  agreement  or final order within five (5) days after the Escrow
Agent  receives a copy  thereof.  The Escrow  Agent  shall  assume  that no such
controversy  has arisen  unless and until it  receives  written  notice from the
Buyer or the Company that such controversy has arisen, which refers specifically
to this Agreement and identifies the adverse claimants to the controversy.

         2.4 No Other Disbursements. No portion of the Escrow shall be disbursed
or otherwise  transferred except in accordance with this Section 2, Section 4 or
Section  5.1(b).  Without  limiting the foregoing,  neither Escrow Agent nor the
Buyer shall be entitled to any right of offset  against the Escrow or  otherwise
entitled to receive any portion of the Escrow.

         3.  ESCROW  AGENT.  The  acceptance  by the Escrow  Agent of his duties
hereunder is subject to the following terms and conditions, which the parties to
this Agreement hereby agree shall govern and control with respect to the rights,
duties, liabilities and immunities of the Escrow Agent:

         3.1 The Escrow Agent shall not be  responsible  or liable in any manner
whatever for the sufficiency,  correctness, genuineness or validity of any cash,
investments or other amounts deposited with or held by the Escrow Agent.

         3.2 The Escrow  Agent  shall be  protected  in acting  upon any written
notice, certificate, instruction, request or other paper or document believed by
the  Escrow  Agent to be genuine  and to have been  signed or  presented  by the
proper party or parties.

         3.3 The Escrow  Agent  shall not be liable  for any act done  hereunder
except in the case of the Escrow Agent's willful misconduct or bad faith.

         3.4 The Escrow Agent shall not be obligated or permitted to investigate
the  correctness or accuracy of any document or to determine  whether or not the
signatures  contained in said documents are genuine or to require  documentation
or evidence substantiating any such document or signature.

         3.5 The Escrow  Agent shall have no duties as Escrow Agent except those
that are  expressly  set forth  herein,  and in any  modification  or  amendment
hereof;  provided,  however, that no such modification or amendment hereof shall
affect his duties unless it shall have given his written  consent  thereto.  The
Escrow  Agent  shall not be  prohibited  from  owning an equity  interest in the
Company, the Buyer,  another buyer, any of their respective  subsidiaries or any
third party that is in any way affiliated with or conducts  business with either
the Company, the Buyer or another buyer.

         3.6 The Company and the Buyer specifically  acknowledge that the Escrow
Agent is a practicing  attorney in Raleigh,  North Carolina U.S.A., and may have
worked with or be  affiliated  with the Company,  the Buyer,  or  affiliates  of
either  of them on  other  transactions,  and  that  they  and  each of them has
specifically  requested  that the Escrow Agent draft the  documents for the said

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transactions and act as Escrow Agent with respect to the said transactions. Each
party  represents  that it has retained  legal and other counsel of its choosing
with  respect to  the  transactions  contemplated  herein and in the  Securities
Purchase  Agreement,  and is satisfied in its sole  discretion with the form and
content of the  documentation  drafted by the Escrow Agent, as the same has been
approved  prior to closing by the  parties  and their  respective  counsel.  The
Escrow Agent may own an equity  interest in the Company  and/or may be an equity
owner of the Buyer or another buyer, and may increase or sell any such interest,
so long as in accordance  with any and all applicable  law, and without  further
disclosure of any kind to any party. The said parties hereby waive any objection
to the  Escrow  Agent so acting  based  upon  conflict  of  interest  or lack of
impartiality.  The Escrow Agent agrees to act impartially and in accordance with
the terms of this Agreement and with the parties'  respective  instructions,  so
long as they are not in conflict with the terms of this Agreement.

         4.  TERMINATION.  This Agreement  shall terminate on the earlier of (a)
the date on which  the  Escrow  and all  other  escrowed  documents  and  things
described  herein shall have been fully  disbursed in accordance  with the terms
and conditions of this Agreement,  (b) any other date agreed to by the Buyer and
the Company, or (c) the next business day after the maturity date of the last of
the  Notes to be  issued  by the  Company  in  accordance  with the terms of the
Securities Purchase  Agreement,  in which event the Escrow shall be disbursed in
full to the Company.

         5.       MISCELLANEOUS.

         5.1      Indemnification of Escrow Agent.

         (a) The  Company and the Buyer each agree,  jointly and  severally,  to
indemnify  the Escrow  Agent for,  and to hold him  harmless  against,  any loss
incurred  without  willful  misconduct or bad faith on the Escrow  Agent's part,
arising  out of or in  connection  with the  administration  of this  Agreement,
including  the costs and  expenses  of  defending  himself  against any claim or
liability in connection with the exercise or performance of any of his powers or
duties  hereunder.  This  indemnification  shall not apply to with  respect to a
direct claim  against the Escrow  Agent by the Company or the Buyer  alleging in
good faith a breach of this  Agreement by the Escrow Agent,  which claim results
in a final non-appealable judgment against the Escrow Agent with respect to such
claim.

         (b) In the  event of any  dispute  as to the  nature  of the  rights or
obligations of the Buyer, the Company or the Escrow Agent hereunder,  the Escrow
Agent may at any time or from time to time interplead, deposit and/or pay all or
any  part of the  Escrow  Funds  with or to a court  of  competent  jurisdiction
sitting in Wake County,  North Carolina or in any appropriate  federal court, in
accordance with the procedural rules thereof. The Escrow Agent shall give notice
of such action to the Company and the Buyer. Upon such interpleader,  deposit or
payment,  the Escrow Agent shall  immediately and  automatically be relieved and
discharged  from  all  further  obligations  and   responsibilities   hereunder,
including the decision to interplead, deposit or pay such funds.

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         5.2  Amendments.  This  Agreement  may be modified or amended only by a
written instrument executed by each of the parties hereto.

         5.3 Notices. All communications required or permitted to be given under
this  Agreement  to any  party  hereto  shall  be sent by  first  class  mail or
facsimile to such party at the address,  except in the case of the Escrow Agent,
of such party set forth in the Securities Purchase Agreement and, in the case of
the Escrow Agent, at 3005 Anderson  Drive,  Suite 204,  Raleigh,  North Carolina
U.S.A. 27609; fax number 919.785.3116.

         5.5 Successors and Assigns.  This Agreement shall bind and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns;
provided,  however, that the Escrow Agent shall not assign his duties under this
Agreement.

         5.6 Governing Law.  This Agreement  shall  be governed by and construed
and interpreted in accordance with the laws of the State of North Carolina.

         5.7  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  each of which  shall be an  original,  and all of which  together
shall constitute one and the same agreement.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first above written.



                            [SIGNATURE PAGE FOLLOWS]

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         [SIGNATURE PAGE TO ESCROW AGREEMENT DATED AS OF MAR. 23, 2000]





                    THE COMPANY:

                    SALES ONLINE DIRECT, INC.

                    By: /s/Greg Rotman
                        -------------------------------------
                        Mr. Greg Rotman, CEO




                     THE BUYER:

                     AUGUSTINE FUND, L.P.

                     By:  Augustine Capital Management, L.L.C., its General
                          Partner

                     By:/s/Thomas F. Duszynski
                        -------------------------------------
                         Mr. Thomas F. Duszynski, Member





                        ESCROW AGENT:


                        /s/ H. Glenn Bagwell, Jr.
                        ------------------------------------------
                        H. GLENN BAGWELL, JR., ESQ.

                        Address:  3005 Anderson Drive, Suite 204
                                  Raleigh, North Carolina USA 27609
                                  Telephone 919.785.3113
                                  Telecopier 919.785.3116


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