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                                                            Exhibit 10.37


                           WALLER CAPITAL CORPORATION

                                  FEE AGREEMENT

March 17, 2000

Mr. Mark Munro, Chief Executive Officer
Mr. Keith London, Executive Vice President
BiznessOnline.com

Gentlemen:

BiznessOnline.com (together with its parents, affiliates, subsidiaries,
officers and directors, the "Company") has requested the assistance of Waller
Capital Corporation ("Waller") with regard to the following potential
transactions (collectively the "Transactions"):

         (i)      Transactions whereby the capital stock or assets, or a
                  material portion thereof, of the Company may be directly or
                  indirectly acquired by another party or parties.

         (ii)     Transactions whereby the Company may be merged into or
                  consolidated with another party or parties;

         (iii)    Transactions whereby the Company may enter into a joint
                  venture or similar arrangement with another party or parties
                  in which a contribution of capital, an assumption or guarantee
                  of indebtedness, a contribution of assets or services, or any
                  of the foregoing, may be made by the participants;


Waller agrees to render such assistance upon the terms and conditions and in
consideration of the compensation hereinafter set forth as follows:


         A.       The Company hereby authorizes Waller and Waller hereby agrees
                  for a period of six (6) months from the date hereof (the
                  "Exclusivity Period") to initiate discussions on behalf of the
                  Company on an exclusive basis only with the parties listed in
                  Schedule A with respect to their potential interest in
                  effectuating any of the Transactions. The authority herein
                  granted to Waller shall terminate at the end of the
                  Exclusivity Period unless active negotiations are then in
                  progress between the

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Mr. Mark Munro
Mr. Keith London
March 17, 2000
Page 2

                  Company and one of the parties, in which event the Exclusivity
                  Period shall be extended until the termination of any such
                  negotiations. The Exclusivity Period may be extended by mutual
                  consent of the Company and Waller.

         B.       The Company will not initiate, prior to the end of the
                  Exclusivity Period, any discussions with any of the parties
                  listed in Schedule A with regard to any of the Transactions,
                  except through Waller. In the event the Company receives an
                  inquiry from a party listed on Schedule A concerning any of
                  the Transactions, it will promptly inform Waller of the
                  potential Transaction and refer to Waller the inquiry.

         C.       If the Company consummates, directly or indirectly, a
                  Transaction with a party or parties listed on Schedule A (i)
                  prior to the expiration of the Exclusivity Period or (ii)
                  within six (6) months after expiration of the Exclusivity
                  Period the Company shall compensate Waller with a cash payment
                  equal to 2.0% of the aggregate value of the transaction
                  consideration.

         D.      (1)   For purposes of determining the aggregate value of the
                       consideration against which the Waller fee is to be
                       computed, there shall be included in addition to cash and
                       the fair market value of any securities received in
                       connection with a Transaction, the aggregate amount of
                       the indebtedness to be assumed or guaranteed directly or
                       indirectly by the party or parties with whom the
                       Transaction is consummated. Further, in the case of a
                       joint venture Transaction, the value of a Transaction
                       shall include the total fair value of capital, debt
                       guarantees, and assets or services and other
                       consideration contributed by the participants multiplied
                       by the percentage interest received by the Company in
                       such joint venture.

                 (2)   The fee payable to Waller with respect to any
                       consideration paid or received in a Transaction shall be
                       paid at the Closing of such Transaction; provided,
                       however, that the portion of any fees relating to
                       transaction consideration which is contingent in amount
                       or is payable after the closing (e.g. escrow amounts,
                       installment payments, etc.) shall be paid when such
                       consideration is received by the Company or the
                       shareholders, as applicable.

                 (3)   Waller shall not be liable for, nor shall its
                       compensation be reduced by, any obligation incurred by
                       the Company or any other party for an introduction or
                       other service in connection with a Transaction.

                 (4)   In order that Waller may accurately compute the fee to
                       which it is entitled in the event of the consummation of
                       a Transaction, the Company shall furnish Waller with
                       copies of all documentation relating to any Transaction
                       hereunder, commencing with the inception of such
                       Transaction through the Closing thereof. In addition, the
                       Company shall furnish Waller with all such other
                       information (including all relevant data with respect to
                       contingent and/or deferred payments

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Mr. Mark Munro
Mr. Keith London
March 17, 2000
Page 3

                       or other consideration) relating to such Transaction as
                       Waller may from time to time request both preceding and
                       subsequent to the Closing of any such Transaction.

                 (5)   In addition to any fees that may be payable to Waller
                       hereunder and regardless of whether any Transaction is
                       proposed or consummated, the Company hereby agrees, from
                       time to time upon request, to reimburse Waller for all
                       reasonable travel, entertainment, duplicating and
                       printing charges and other out-of-pocket expenses
                       incurred in direct connection with any actual or proposed
                       Transaction or otherwise arising out of Waller's
                       engagement hereunder, but excluding all salary or
                       overhead allocations. Waller shall submit an itemized
                       list of all such expenses to the Company monthly or upon
                       request. Notwithstanding the foregoing, any expenses
                       greater than $500 shall require the prior written
                       approval of the Company.

         E.       In the absence of willful misfeasance, gross negligence, or
                  the reckless disregard of its obligations or duties hereunder
                  on the part of Waller, neither Waller nor any partner,
                  officer, director, employee, or stockholder of Waller shall be
                  subject to any liability to the Company, for any act or
                  omission in the course of, or in connection with, the
                  rendering or providing of services hereunder. The Company
                  shall indemnify and hold Waller, its partners and their
                  officers, directors, employees and stockholders harmless
                  against any losses, claims, damages or liabilities to which
                  they or any of them may become subject in connection with the
                  services referred to herein and shall reimburse them for any
                  legal or other expenses (including the cost of any
                  investigations) reasonably incurred by them arising out of or
                  in connection with any action or claim in connection therewith
                  whether or not resulting in any liability; provided, however,
                  that the Company shall not be liable in any such case to the
                  extent that any such loss, claim, damage or liability results
                  from a breach of Waller's obligations hereunder or from
                  Waller's negligence or misfeasance in performing services
                  hereunder. The provisions of this Section E shall indefinitely
                  survive the termination of the authority granted to Waller
                  pursuant to Section A hereof.

         F.       No person or entity, other than the Company, shall be entitled
                  to make use of, or rely upon, the advice, services or
                  materials rendered or provided by Waller hereunder, and the
                  Company shall not directly or indirectly disseminate,
                  distribute or other wise make available any advice, services
                  or materials prepared by Waller without Waller's prior
                  consent.

         G.       This agreement (i) embodies the entire agreement and
                  understanding of the parties hereto and supersedes all prior
                  agreements and understandings, written or oral, relating to
                  the subject matter hereof, and may not be modified or amended
                  or any term or provision hereof waived or discharged, except
                  in writing signed by the party against whom such modification,
                  waiver or discharge is sought to be enforced; and (ii) is not
                  assignable without the prior written consent of the other
                  party; provided, however, that the provisions hereof shall
                  inure to the benefit of, and be binding upon, each successor

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Mr. Mark Munro
Mr. Keith London
March 17, 2000
Page 4

                  of the Company, whether by merger, consolidation, transfer of
                  all or substantially all assets, or otherwise; (iii) has in
                  all respects been duly authorized, executed, and delivered by
                  and on behalf of the Company and Waller; and (iv) shall be
                  interpreted, construed, enforced and governed by the
                  applicable laws of the State of New York.

                  Kindly acknowledge that the foregoing accurately reflects our
                  agreement with respect to the subject matter thereof, by
                  signing the enclosed copy of this letter and returning the
                  same to the undersigned.

                                                   Very truly yours,

                                                   WALLER CAPITAL CORPORATION


                                                   By /s/ Garrett Baker
                                                      --------------------------
                                                       Garrett Baker
                                                       Vice President

THE FOREGOING IS ACCEPTED AND
AGREED TO AS OF THIS 17th DAY
OF MARCH 2000.

BIZNESSONLINE.COM


By /s/ Mark E. Munro
   ---------------------------
Name: Mark E. Munro
Title: President