<PAGE>

Exhibit 10.1

                                 LOAN AGREEMENT

     THIS LOAN  AGREEMENT  (this  "Agreement")  is made as of  November 7, 2001,
between  Augustine Fund,  L.P., an Illinois limited  partnership  ("Lender") and
Sales Online Direct, Inc., a Delaware corporation (the "Corporation").

                                    RECITALS

     A. The  Corporation  desires  financing  for  payment of certain  operating
expenses.

     B. The Lender has agreed to extend to the Corporation, subject to the terms
and conditions set forth herein, loans in an aggregate principal amount of up to
$1,000,000.

     C.  Such  loans  shall be  evidenced  by  promissory  notes  which  will be
convertible  into shares of the common stock of the Corporation  pursuant to the
terms hereof and the terms of such promissory note.

     D. The  Corporation  hereby  notifies  the Lender that the  offering of the
promissory  notes is not  registered  under  the  Securities  Act of  1933;  the
securities  received  by the  Lender  will be  restricted  and  cannot be resold
without registration unless an exemption is available;  Lender does not have the
protection of Section 11 of the Securities Act; and a registration statement for
the abandoned  public offering was filed and  subsequently,  on August 30, 2001,
was withdrawn.

                                   AGREEMENTS

In  consideration  of the recitals and the mutual covenants herein contained and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   Definitions

     1.1 Definitions.  In addition to the capitalized terms defined elsewhere in
this  Agreement,  the  following  capitalized  terms  shall  have the  following
respective meanings when used in this Agreement:

     "Affiliate"  as  applied to any  specified  Person  means any other  Person
directly or indirectly  controlling,  controlled by, or under direct or indirect
common control with, such specified Person. The term "control" (including,  with
correlative  meanings,  the terms "controlling" and "controlled by"), as applied
to any Person, means the possession,  directly or indirectly,  of 10% or more of
the voting  power of such Person or the power  otherwise  to direct or cause the
direction of the management and policies of that Person, whether through voting,
by contract or otherwise. For purposes of this paragraph,  "voting power" of any
Person  means the total  number of votes which may be cast by the holders of the
total  number of  outstanding  shares of stock of any class or  classes  of such
Person in any  election  of  directors  of such  Person.  For  purposes  of this
Agreement,  all executive  officers and directors of a Person shall be deemed to
be Affiliates of such Person.

     "Business  Day" means a day other than a  Saturday,  Sunday or other day on
which  commercial banks in New York, New York, are authorized or required by law
to close.

     "Capitalized  Lease" means any lease of property (whether real, personal or
mixed) which, in conformity  with GAAP, is accounted for as a capitalized  lease
or a capital expenditure on the Corporation's balance sheet.

<PAGE>

     "Change of Control  Event" means (a) the closing of a sale of 50 percent or
more of the assets utilized by the Corporation in its business in bulk either in
one transaction or in a series of related transactions; or (b) the closing of an
equity issuance,  sale,  transfer or other disposition or transaction  including
reorganization  or consolidation or merger after which the current  shareholders
of the Corporation no longer (i) have the legal and  contractual  right or power
to  designate  a  majority  of the  members  of the  board of  directors  of the
Corporation  or (ii) own and  control at least 50  percent of the  Corporation's
outstanding Common Stock on a fully-diluted basis.

     "Closing"  means  the  closing  of the  transactions  contemplated  by this
Agreement.

     "Closing Date" has the meaning ascribed to it in Section 3.1.

     "Code" means the Internal Revenue of Code of 1986, as amended.

     "Common Stock" means the common stock of the  Corporation,  $.001 par value
per share.

     "Corporation" means Sales Online Direct, Inc., a Delaware corporation.

     "Event of Default" has the meaning ascribed to it in Section 9.1.

     "GAAP"  means  generally  accepted  accounting   principles,   consistently
applied.

     "Indebtedness" of any Person shall mean the principal of, premium,  if any,
and unpaid interest on: (a) Indebtedness for Borrowed Money; (b) obligations for
which a Person is obligated pursuant to a guaranty; (c) all indebtedness secured
by any Lien upon property owned by such Person,  even though such Person has not
in any manner  become liable for the payment of such  indebtedness,  but only to
the extent that such  indebtedness  is secured by such Lien;  (d) the  principal
portion only of all  indebtedness  of such Person  created or arising  under any
Capitalized  Lease;  (e)  all  indebtedness  of  such  Person  arising  under  a
conditional sale or other title retention or security  agreement with respect to
property acquired by such Person even though the remedies of the seller,  lessor
or lender  under such  agreement or lease in the event of default may be limited
to  repossession  or sale of such property;  (f) all  obligations of such Person
issued or assumed for the  deferred  purchase  price of  property  or  services,
including all trade  payables;  and (g) all  obligations of such Person under or
with respect to letters of credit,  but only to the extent of the face amount of
such letters of credit.

     "Indebtedness  for Borrowed  Money" means any  indebtedness  or obligations
upon  which  interest  is or is  customarily  charged  or  any  indebtedness  or
obligation  issued in  substitution  for or  exchange of such  Indebtedness  for
Borrowed Money, in any case,  whether evidenced by notes,  bonds,  debentures or
otherwise.

     "Lender" means Augustine Fund, L.P.

     "Lien" means any mortgage, deed of trust, lien, security interest,  pledge,
lease,  conditional  sale  contract,  claim,  charge,  easement,  right  of way,
assessment, restriction and other encumbrance of every kind.

     "Loans"  means,  at  any  given  time,  the  aggregate   principal   amount
outstanding under the Notes.

     "Material  Adverse  Effect"  means  any  material  adverse  effect  on  the
operations,  properties,  or financial  condition of the Corporation  taken as a
whole.

     "Notes" means those certain promissory notes of the Corporation in favor of
the Lender  and in the form  attached  hereto as  Exhibit  A, as amended  and in
effect  from time to time,  and any note or notes  issued in  exchange  for such
notes.

     "Operative  Documents"  means  this  Agreement,  the  Notes,  the  Security
Agreement, and the Registration Rights Agreement.

<PAGE>

     "Person" means an individual, a partnership, a limited liability company, a
corporation, an association, a joint stock company, a trust, a joint venture, an
unincorporated  organization or a governmental entity or any department,  agency
or political subdivision thereof.

     "Registration  Rights  Agreement"  means that certain  Registration  Rights
Agreement  between  the  Corporation  and the Lender  substantially  in the form
attached hereto as Exhibit B.

     "SEC" means the Securities and Exchange Commission.

     "Security  Agreement"  means that certain  Security  Agreement  between the
Corporation and the Lender  substantially in the form attached hereto as Exhibit
C.

     1.2  Accounting  Principles.  Where the character or amount of any asset or
liability or an item of income or expense is required to be  determined,  or any
accounting  computation  is  required  to be  made,  for  the  purpose  of  this
Agreement,  such  determination  or  calculation  shall be made,  to the  extent
applicable and except as otherwise  specified in this  Agreement,  in accordance
with GAAP.

                                   ARTICLE II

                              Authorization of Loan

     2.1 The  Loans.  Commencing  on the date  hereof,  subject to the terms and
conditions of this Agreement and in accordance  with the draw request  procedure
set forth in  Section  2.2  below,  the  Lender  shall  make  such  loans to the
Corporation as the Corporation  shall from time to time request from the Lender,
up to the  maximum  amount  set  forth  below,  but in any case in an  aggregate
principal  amount not to exceed  $1,000,000 (the "Loans").  Pursuant to a verbal
agreement,  the  Lender  has loaned  the  Corporation  $669,980  at 8% per annum
interest. The parties hereby agree that the Corporation is deemed to have repaid
all of the principal  ($669,980) and accrued interest  ($15,294) pursuant to the
verbal  agreement  and borrowed the  identical  amount from the Lender as of the
date hereof pursuant to the terms and conditions of this Agreement.

Unless  waived in  writing  by the  Lender,  the  Corporation  agrees to use the
proceeds of the Loans solely to satisfy the Indebtedness.

     2.2 Draw Request  Procedure;  Funding.  The initial draw shall occur on the
date hereof in the amount of $685,274 and shall  represent  the repayment of the
monies  borrowed  pursuant to the verbal  agreement  plus  accrued  interest and
deemed  re-borrowed  pursuant to the terms of this  Agreement.  No actual  funds
shall be  transferred  pursuant to such initial draw. The second draw also shall
take place on or soon after the date hereof.  It shall be for an amount equal to
$160,207.  Draw  Requests  are in the form of  Exhibit  D and  shall  include  a
detailed  description  of the specific  bona fide  operating  expenses  that the
Corporation  intends  to  pay  with  the  requested  funds.  Provided  that  the
Corporation complies with the Draw Request procedure,  within three (3) Business
Days of receiving a Draw Request, the Lender will advance to the Corporation the
amount of the Draw  Request.  The Loans shall be evidenced by the Notes and upon
honoring a Draw  Request,  a Lender  shall  record such Draw Request on the grid
attached to its respective Note.

     2.3  Interest.  (a) Interest  shall accrue on the  principal  amount of the
Loans  outstanding  from time to time at a rate of eight percent (8%) per annum,
calculated  on the basis of a 360-day  year.  Interest  shall be due and payable
quarterly in arrears on the last Business Day of each September, December, March
and June  commencing  on March 31, 2002 and  continuing  until all amounts owing
under the Notes have been either paid in full or  converted  into Common  Stock.
Notwithstanding anything elsewhere contained herein to the contrary, the rate of
interest  payable  hereunder  shall in no event  exceed the maximum  lawful rate
which may be charged under applicable law.

     (b) The interest  payable to the Lender for any given period shall be paid,
at the  Lender's  election,  either in cash or in shares of Common  Stock  (such
shares being referred to as "Interest  Payment  Shares").  In the event that the
Lender elects to receive Interest Payment Shares in lieu of cash with respect to
an interest  payment  payable,  the Lender shall provide  written notice of such
election  to the  Corporation  at least  three (3) days  prior to the  scheduled
interest payment date. The number of Interest Payment Shares issuable in respect
of any  such  interest  payment  shall

<PAGE>

be calculated in accordance with the conversion procedure set forth in the Notes
as if such  payment  is a  conversion  of  principal  in an amount  equal to the
interest payment and the scheduled interest payment date is the conversion date.
The  Corporation  shall  promptly (but in no event later than three (3) Business
Days  after  the  scheduled  interest  payment  date)  issue  to  the  Lender  a
certificate for the Interest Payment Shares issuable with respect to a scheduled
interest  payment.  Regardless of the date of issuance of any such  certificate,
the Lender shall be deemed to have become,  on the  scheduled  interest  payment
date,  the holder of record of the number of Interest  Payment  Shares  issuable
with respect to such scheduled  interest  payment.  The issuance of certificates
for Interest  Payment  Shares will be made without  charge to the holder for any
issuance  tax or other  governmental  charge in  respect  thereof  or other cost
incurred by the Corporation in connection with such election to receive Interest
Payment Shares in lieu of a cash interest payment. The Corporation will take all
such  actions as are  necessary  in order to ensure  that any  Interest  Payment
Shares will be validly issued, fully paid and nonassessable,  free of preemptive
rights and free from all taxes,  liens,  charges  and  security  interests  with
respect to the issuance thereof.

     (c) Notwithstanding  anything to the contrary set forth herein, in no event
shall the Lender be entitled to elect to receive Interest Payment Shares in lieu
of a cash  interest  payment  if, upon giving  effect to such  conversion,  such
election would cause the aggregate number of shares of Common Stock beneficially
owned by the Lender and its affiliates to exceed 4.99% of the outstanding shares
of the Common Stock  following  such  conversion.  For purposes of the foregoing
proviso,  the aggregate number of shares of Common Stock  beneficially  owned by
the Lender and its  affiliates  shall  include  the number of  Interest  Payment
Shares issuable in connection with such scheduled  interest payment with respect
to which the determination of such proviso is being made. Except as set forth in
the  preceding  sentence,  for  purposes  of  this  subsection  (c),  beneficial
ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended. The limitations imposed by this subsection (c)
shall no longer  apply,  and the Lender may elect to  receive  Interest  Payment
Shares without  restriction,  irrespective of the resulting beneficial ownership
of the Corporation's Common Stock, should any of the following events occur: (I)
The Corporation shall: (i) become insolvent; (ii) admit in writing its inability
to pay its debts  generally or as they become due;  (iii) make an assignment for
the benefit of creditors or commence  proceedings for its  dissolution;  or (iv)
apply for, or consent to the appointment of, a trustee,  liquidator, or receiver
for  its or for a  substantial  part  of its  property  or  business;  or (II) A
trustee,  liquidator or receiver shall be appointed for the Corporation or for a
substantial part of its property or business without the  Corporation's  consent
and such  appointment  is not  discharged  within  sixty  (60) days  after  such
appointment;  or  (III)  Any  governmental  agency  or any  court  of  competent
jurisdiction at the instance of any governmental  agency shall assume custody or
control of the whole or any  substantial  portion of the properties or assets of
the Corporation and shall not be dismissed within sixty (60) days thereafter; or
(IV) Any money  judgment,  writ or note of  attachment,  or  similar  process in
excess of Five Hundred  Thousand  United States Dollars  (US$500,000.00)  in the
aggregate  shall be  entered  or filed  against  the  Corporation  or any of its
properties  or  assets;  or  (V)  bankruptcy,   reorganization,   insolvency  or
liquidation proceedings or other proceedings for relief under any bankruptcy law
or any law for the  relief of debtors  shall be  instituted  by or  against  the
Corporation and, if instituted  against the Corporation,  shall not be dismissed
within sixty days after such institution or the Corporation  shall by any action
or answer approve of, consent to, or acquiesce in any such  proceedings or admit
the material  allegations  of, or default in answering a petition  filed in, any
such proceeding.

     2.4 Maturity Date. The outstanding  principal  amount of the Loans, and any
interest accrued but unpaid,  shall be payable in full on the third  anniversary
of the date of this  Agreement,  or if such day is a not a Business  Day, on the
next Business Day thereafter.

     2.5 Optional  Prepayment.  The Corporation  may, at its option,  prepay the
Notes in whole by giving  written notice thereof to the holder of the Note to be
prepaid  not less  than  thirty  (30)  days  prior to the  date  fixed  for such
prepayment in such notice. Unless the holder of the Note to be prepaid elects to
convert the  outstanding  principal of such Note to Common Stock as contemplated
by Section 7.1 prior to the date fixed for  prepayment,  the  Corporation  shall
deliver to the holder of the Note to be prepaid  the amount to be prepaid on the
date fixed for such prepayment.

<PAGE>

                                   ARTICLE III

                                     Closing

     3.1  Closing.  The Closing  will be held at the offices of the Lender on or
about October 23, 2001 (the "Closing Date").

                                   ARTICLE IV

                              Conditions to Closing

     The  obligation  of the  Lender  to  extend  the  Loans is  subject  to the
fulfillment to the Lender's  satisfaction  at or prior to the Closing of each of
the following conditions:

     4.1  Representations  and Warranties.  The  representations  and warranties
contained  in Article V shall be true and correct  when made,  and shall be true
and correct as of the Closing as if made at the Closing.

     4.2  Performance;  No Event  of  Default.  All  covenants,  agreements  and
conditions  contained in this  Agreement to be performed or complied with by the
Corporation  at or prior to the Closing  shall have been  performed  or complied
with and there shall exist no Default or Event of Default.

     4.3 Compliance  Certificate.  At the Closing,  the  Corporation  shall have
delivered  to the  Lender  a  certificate  of the  Corporation  executed  by its
president or other executive officer acceptable to the Lender, dated the Closing
Date,  certifying to (i) the fulfillment of the conditions specified in Sections
4.1 and 4.2 of this  Agreement  and (ii) such other  matters as the Lender shall
have reasonably requested.

     4.4 Secretary's  Certificate.  At the Closing,  the Corporation  shall have
delivered to the Lender copies of each of the following,  in each case certified
to be in full  force and  effect on the  Closing  Date by the  Secretary  of the
Corporation:

          (i)  the  articles  of  incorporation  of  the  Corporation  as of the
     Closing;

          (ii) the bylaws of the Corporation; and

          (iii)resolutions  of the Board of  Directors of the  Corporation,  the
     form and substance of which are reasonably  satisfactory to the Lender, (x)
     authorizing  (1) the execution,  delivery and performance of this Agreement
     and the other Operative Documents and the transactions  contemplated hereby
     and thereby, (2) the execution,  delivery and performance of the Notes, and
     (3) the  issuance of the Interest  Payment  Shares and the shares of Common
     Stock issuable upon conversion of the Notes.

     4.5  Notes.  At the  Closing,  the  Corporation  shall  have  executed  and
delivered the Notes to the Lender.

     4.6 Good Standing Certificates.  At the Closing, the Corporation shall have
delivered  certificates of good standing  relating to the  Corporation  from the
Secretary of State of the States of  Massachusetts  and  Delaware,  in each case
dated not more than ten days prior to the Closing Date.

     4.7  Legal  Investment;  Compliance  with  Laws.  As of  the  Closing,  the
extension  of the Loan by the  Lender  shall be legally  permitted  by all laws,
rules and  regulations of the  jurisdictions  and  governmental  authorities and
agencies to which the Corporation and the Lender are subject.

     4.8  Proceedings and Documents.  As of the Closing,  all proceedings of the
Corporation in connection  with the  transactions  contemplated  hereby,  by the
other  Operative  Documents and all documents and  instruments  incident to such
transactions,  shall be  reasonably  satisfactory  in form and  substance to the
Lender,  and the Lender shall have received at or prior to the Closing copies of
all  such  legal   documents  or  proceedings   taken  in  connection  with  the
consummation of the transactions as they reasonably shall have requested.

     4.9 Security Agreement. At the Closing, the Corporation shall have executed
and  delivered  to the  Lender the  Security  Agreement  and any such  financing
statements or other documents, agreements,  certificates or instruments that the
Lender may reasonably request in connection therewith.

<PAGE>

     4.10 Registration Rights Agreement.  At the Closing,  the Corporation shall
have executed and delivered to the Lender the Registration Rights Agreement.

     4.11 Contribution of Posters. At the Closing,  the Corporation shall be the
sole owner of posters sold or otherwise  transferred to the Corporation pursuant
to an  Agreement  and  Plan of  Merger  by and  among  the  Corporation,  Rotman
Collectibles,  Inc., and Leslie Rotman (the "Rotman  Agreement"),  which posters
have a fair market value of at least  $1,000,000;  and the terms of such sale or
transfer of the posters,  including the resale  provisions of any stock issuable
by the Corporation in return for such sale or transfer,  have been made known to
the Lender.

                                    ARTICLE V

                         Representations and Warranties

     5.1  Representations  and Warranties of the  Corporation.  The  Corporation
hereby represents and warrants to the Lender as follows:

          (a) Organization and Standing of the Corporation. The Corporation is a
corporation duly organized, validly existing and in good standing under the laws
of the State of  Delaware.  The  Corporation  is  qualified  to do business as a
foreign  corporation  under the laws of the Commonwealth of Massachusetts  where
the  failure  to so  qualify  would  have  a  Material  Adverse  Effect  on  the
Corporation.  The  Corporation  does not own or lease  property or engage in any
activity in any other  jurisdiction  that would require its  qualification to do
business as a foreign  corporation in such jurisdiction  where the failure to so
qualify would have a Material Adverse Effect on the Corporation.

          (b) Power. The Corporation has all requisite legal and corporate power
to enter into this  Agreement,  the Notes and the other  Operative  Documents to
which it is a party,  to issue the Notes,  to issue the Interest  Payment Shares
and the shares of Common  Stock  issuable  upon  conversion  of the Notes and to
otherwise  carry  out and  perform  its  obligations  under  the  terms  of this
Agreement, the Notes and the other Operative Documents to which it is a party.

          (c) Authorization and Binding Effect. All corporate action on the part
of the Corporation and its directors necessary for the authorization, execution,
delivery  and   performance  by  the  Corporation  of  this  Agreement  and  the
consummation of the transactions contemplated hereby, and for the authorization,
issuance and delivery of the Notes and the  authorization of the issuance of the
Interest  Payment Shares and the shares of Common Stock issuable upon conversion
of the Notes,  has been taken.  This  Agreement is and,  upon its  execution and
delivery  by the  Corporation,  the Notes  will be, a legal,  valid and  binding
obligation of the Corporation, enforceable against the Corporation in accordance
with their  respective  terms,  except as limited by  bankruptcy,  insolvency or
other laws  affecting  creditors'  rights  generally or by the  availability  of
equitable remedies.

          (d)  No   Violation.   Neither  the  execution  and  delivery  by  the
Corporation of this  Agreement,  the Notes or the other  Operative  Documents to
which it is a party,  the  consummation by the  Corporation of the  transactions
provided  for herein and therein or  contemplated  hereby and  thereby,  nor the
fulfillment by the Corporation of the terms hereof or thereof, will (a) conflict
with or result in a breach of any provision of the articles of  incorporation or
by-laws of the Corporation;  (b) result in a default,  give rise to any right of
termination,  cancellation,  acceleration  or  imposition  of any Lien  upon any
assets of the  Corporation,  or require any consent or approval under any of the
terms,  conditions or provisions of any material  contract or agreement to which
the  Corporation is a party or by which the Corporation or any of its assets may
be bound; or (c) violate any law,  judgment,  order, writ,  injunction,  decree,
statute, rule or regulation of any court,  administrative agency, bureau, board,
commission,   department  or  other   governmental   entity  applicable  to  the
Corporation  or any of its  assets,  where such  conflict,  breach,  result,  or
violation  would  neither  singly or in the  aggregate  have a Material  Adverse
Effect on the Corporation.

<PAGE>

          (e)  Validity of Common  Stock.  The Interest  Payment  Shares and the
shares of Common Stock  issuable upon the conversion of the Notes have been duly
and validly reserved by the  Corporation,  and, upon issuance in accordance with
the conversion  provisions of the Notes, such share of Common Stock will be duly
and validly issued, fully paid,  non-assessable and free and clear of all Liens.
If the  Corporation has  insufficient  authorized  shares,  it will use its best
efforts to increase the number of authorized shares as promptly as possible,  or
otherwise have sufficient shares available for issuance.

          (f) Contracts. Except for those contracts,  agreements and instruments
set  forth on  Schedule  5.7 (the  "Contracts"),  this  Agreement  and the other
Operative  Documents  to which  the  Corporation  is a party  and all  documents
executed in  connection  therewith,  the  Corporation  is not a party to any (a)
lease agreement  concerning any real property or any material personal property;
(b) any  agreement  granting any Person  registration  rights;  or (c) contract,
lease,  agreement,  plan,  arrangement,  obligation or commitment (i) evidencing
Indebtedness  for Borrowed  Money or any  guarantee of such  Indebtedness;  (ii)
involving  delivery or licensing  by or to the  Corporation  of money,  goods or
other  assets or  services  in each case with  aggregate  payments  in excess of
$10,000;  or (iii) that would otherwise be considered a material  contract.  The
Corporation  has  heretofore  delivered or made available to the Lender true and
complete copies of all such  Contracts.  All the Contracts are valid and in full
force and effect, and, to the best knowledge of the Corporation, there exists no
material  breach or  default,  or event  which,  with notice or lapse of time or
both, would constitute any such material breach or default by any party thereto.
The Corporation has not received any notice of cancellation or renewal of any of
the Contracts.

          (g)  Proprietary  Rights.  The  Corporation  owns all patents,  patent
rights,  trademarks,  trademark rights, trade names, trade name rights,  service
marks,  service  mark rights and  copyrights  set forth on Schedule 5.8 attached
hereto (collectively,  "Proprietary  Rights"). The Proprietary Rights are all of
such rights  necessary to conduct its  business as presently  conducted or which
are necessary in connection  with the  performance  of any Contract to which the
Corporation  is a party  without  conflict with or  infringement  upon any valid
rights of others,  and the use of such Proprietary Rights will not infringe upon
or conflict with, the asserted rights of others.

          (h) SEC Documents.  Since at least June 1, 2001, the  Corporation  has
timely filed all reports, schedules, forms, statements and other documents to be
filed  by it  with  the  SEC  pursuant  to  the  reporting  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "1934  Act")  (all of the
foregoing filed prior to the date hereof and all exhibits  included  therein and
financial  statements and schedules  thereto and documents (other than exhibits)
incorporated by reference  therein,  being  hereinafter  referred to as the "SEC
Documents"). The Corporation has delivered to the Lender to the extent requested
by the  Lender  true  and  complete  copies  of the SEC  Documents.  As of their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the  1934  Act  and  the  rules  and  regulations  of  the  SEC
promulgated  thereunder  applicable  to the SEC  Documents,  and none of the SEC
Documents,  at the time they  were  filed  with the SEC,  contained  any  untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.

     5.2  Representations  and  Warranties  of the  Lender.  The  Lender  hereby
represents and warrants to the Corporation as follows:

          (a) Investment  Purposes;  Compliance  With 1933 Act. The Note and any
Interest  Payment  Shares  will be  acquired  for the  Lender's  own account for
investment only and not with a view towards,  or in connection  with, the public
sale or  distribution  thereof,  except  pursuant to sales  registered  under or
exempt  from the  Securities  Act of 1933,  as  amended  (the  "1933  Act")  and
applicable state securities laws. The Lender agrees to offer,  sell or otherwise
transfer the Interest  Payment  Shares only (i) in accordance  with the terms of
this Agreement and the Notes,  as applicable,  and (ii) pursuant to registration
under the 1933 Act or to an exemption from  registration  under the 1933 Act and
any other applicable securities laws. The Lender does not by its representations
contained in this  Section 6.1 agree to hold the Notes or the  Interest  Payment
Shares for any minimum or other  specific term and reserves the right to dispose
of the  Notes  and  the  Interest  Payment  Shares  at any  time  pursuant  to a
registration  statement or in  accordance  with an exemption  from  registration
under the 1933 Act, in all cases in accordance with applicable state and federal
securities  laws.  The Lender  understands  that it shall be a condition  to the
issuance of the Interest Payment Shares that such Interest Payment Shares be and
are subject to the representations set forth in this Section 5.2.

<PAGE>

          (b) Accredited Investor Status. The Lender is an "accredited investor"
as that term is  defined  in Rule  501(a) of  Regulation  D. The Lender has such
knowledge and experience in financial and business matters that it is capable of
evaluating  the  merits  and  risks  of an  investment  made  pursuant  to  this
Agreement. The Lender is aware that it may be required to bear the economic risk
of an  investment  made pursuant to this  Agreement for an indefinite  period of
time, and is able to bear such risk for an indefinite period.

          (c) Reliance on Exemptions.  The Lender  understands the Notes and the
Interest  Payment  Shares  will be issued and  acquired  in reliance on specific
exemptions from the  registration  requirements of the applicable  United States
federal and state  securities  laws and that the Corporation is relying upon the
truth and accuracy of, and the Lender's  compliance  with, the  representations,
warranties,  acknowledgments,  understandings,  agreements  and covenants of the
Lender  set  forth  herein  in  order  to  determine  the  availability  of such
exemptions  and the  eligibility  of the  Lender  to  acquire  the Notes and the
Interest Payment Shares.

          (d)  Information.  The  Lender  and its  advisors,  if any,  have been
furnished with all materials  relating to the business,  finances and operations
of the Corporation  and materials  relating to the Notes and the issuance of any
Interest  Payment Shares that have been requested by the Lender.  The Lender and
its  advisors,  if any,  have  been  afforded  the  opportunity  to ask all such
questions of the Corporation as they have in their discretion  deemed advisable.
The Lender  understands  that its investment in the Corporation  involves a high
degree of risk. The Lender has sought such  accounting,  legal and tax advice as
it has considered necessary to make an informed investment decision with respect
to the investment made pursuant to this Agreement.

          (e) No Government Review. The Lender understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
approved or made any recommendation or endorsement of the Notes and the Interest
Payment Shares or the fairness or suitability of the investment in the Notes and
the Interest Payment Shares,  nor have such authorities  passed upon or endorsed
the merits of any offer or sale  related to the Notes and the  Interest  Payment
Shares.

          (f) Transfer or Resale.  The Lender  understands  that:  (i) except as
provided  in the  Registration  Rights  Agreement,  the Notes  and the  Interest
Payment Shares have not been and are not being  registered under the 1933 Act or
any state securities  laws, and may not be offered for sale,  sold,  assigned or
transferred  unless  either (a)  subsequently  registered  thereunder or (b) the
Lender shall have delivered to the Corporation an opinion by counsel  reasonably
satisfactory  to the  Corporation,  in  form,  scope  and  substance  reasonably
satisfactory to the  Corporation,  to the effect that the Notes and the Interest
Payment  Shares to be sold,  assigned or  transferred  may be sold,  assigned or
transferred  pursuant to an exemption from such  registration,  (ii) any sale of
such  securities made in reliance on Rule 144 as amended (or any applicable rule
which  operates  to replace  said Rule),  promulgated  under the 1933 Act ("Rule
144") may be made only in accordance with the terms of Rule 144 and further,  if
Rule 144 is not applicable, any resale of such securities under circumstances in
which the seller (or the person  though  whom the sale is made) may be deemed to
be an  underwriter  (as  that  term is  defined  in the 1933  Act)  may  require
compliance  with  some  other  exemption  under  the 1933 Act or the  rules  and
regulations  of the SEC thereunder and  applicable  state  securities  laws, and
(iii) neither the  Corporation  nor any other person is under any  obligation to
register such securities  under the 1933 Act or any state  securities laws or to
comply with the terms and conditions of any exemption  thereunder (in each case,
other than pursuant to this Agreement or the Registration Rights Agreement).

          (g) Legend. The Lender understands that the Notes, and until such time
as the  Interest  Payment  Shares  have  been  registered  under the 1933 Act as
contemplated  by the  Registration  Rights  Agreement,  the  stock  certificates
representing  the Interest  Payment  Shares will bear a restrictive  legend (the
"Legend") in substantially the following form: THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"ACT"),  OR APPLICABLE STATE  SECURITIES LAWS  (COLLECTIVELY,  THE "LAWS").  THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE  OF  EITHER  (I) AN  EFFECTIVE
REGISTRATION  STATEMENT FOR THE SECURITIES UNDER THE LAWS, OR (II) AN OPINION OF
COUNSEL  PROVIDED  TO  THE  ISSUER  IN  FORM,  SUBSTANCE  AND  SCOPE  REASONABLY
ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT  REGISTRATION  IS NOT REQUIRED UNDER
THE LAWS DUE TO AN AVAILABLE  EXCEPTION TO OR

<PAGE>

EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF THE LAWS. The Legend shall be
removed and the Corporation  will issue  certificates  without the Legend to the
holder of the  applicable  Notes or any Interest  Payment  Shares upon which the
Legend is stamped, in accordance with Section 5.2.

          (h)  Authorization;  Enforcement.  This Agreement and the Registration
Rights Agreement have been duly and validly  authorized,  executed and delivered
by the Lender and are each and collectively  valid and binding agreements of the
Lender enforceable in accordance with their terms,  subject as to enforceability
to general principles of equity and to bankruptcy,  insolvency,  moratorium, and
other similar laws affecting the enforcement of creditors' rights generally.

          (i) No Brokers. The Lender has taken no action that would give rise to
any claim by any  person for  brokerage  commissions,  finder's  fees or similar
payments  relating to this Agreement and the transactions  contemplated  hereby.
The Corporation and the Lender both  acknowledge  that no other broker or finder
was involved with respect to the transactions contemplated hereby.

                                   ARTICLE VI

                             Reporting and Payments

     6.1 Financial  Reports.  The  Corporation  will deliver to the Lender along
with  each Draw  Request  (or  within  fifteen  (15)  days  after the end of any
calendar month during which no Draw Requests were made),  a report  certified by
the president or the chief financial  officer of the Corporation,  detailing the
Corporation's  cash flow for such calendar month (or first portion  thereof,  as
applicable).  The  Corporation  will  promptly (but in any event within five (5)
Business Days after learning of) deliver to the Lender, written notice of any of
the following:

     (a)  (i) any pending or threatened material litigation (for purposes hereof
          litigation  with less than  $100,000 in issue shall not be  considered
          material)   affecting  the  Corporation;   and  (ii)  any  pending  or
          threatened  administrative or arbitration  proceeding or investigation
          affecting  the  Corporation,  or  any  order  or  directive  from  any
          regulatory  body or agency having  jurisdiction  over the  Corporation
          which proceeding,  investigation,  order or directive could reasonably
          be expected to have a Material Adverse Effect on the Corporation;

     (b)  any Event of Default under this  Agreement,  which notice will specify
          the nature and period of  existence  thereof and the actions  taken or
          proposed to be taken with respect thereto; or

     (c)  (i) any disputes with material customers or vendors;  (ii) any default
          under any instrument evidencing Indebtedness of the Corporation in the
          aggregate  outstanding amount of $10,000 or more or under any material
          contract  involving  payments,  delivery  or  licensing  by or to  the
          Corporation  of money,  goods or other  assets or  services  having an
          aggregate  value of more than $10,000;  or (iii) any other event which
          has had, or would  reasonably be expected to have, a Material  Adverse
          Effect on the Corporation.

     6.2 Inspection  Rights. The Corporation will permit the Lender to visit and
inspect the properties of the Corporation,  review its books and records (and to
make extracts therefrom), and to discuss its affairs, finances and accounts with
their officers and personnel,  all at such reasonable  times and as often as the
Lender may reasonably  request upon reasonable  notice to the  Corporation,  but
without hindrance or delay.

     6.3  Board   Observation   Rights.   The   Corporation   shall  permit  one
representative  designated by Augustine (the "Lender  Representative") to attend
as an observer all meetings of the Board of Directors of the Corporation and all
meetings of any committee of the Board of Director.  The  Corporation  agrees to
give the  Lender  Representative  the same  notice of all such  meetings  and at
approximately  the same time as such  materials  are given to the members of the
Board of Directors,  and the Lender Representative will be given the opportunity
to  participate  in any  telephonic  meetings of the Board of Directors.  If the
Corporation's Board of Directors (or any committee thereof) proposes to take any
action by  written  consent  in lieu of a meeting,  the  Corporation  shall give
written notice thereof

<PAGE>

to the Lender  Representative  at least two (2) days prior to the effective date
of such consent describing in reasonable detail the nature and substance of such
action.

     6.4 [Intentionally omitted.]

     6.5 [Intentionally omitted.].

     6.6 Mandatory Prepayment. The occurrence of a Change of Control Event shall
give the holder of a Note, at its option, the right to demand the prepayment of,
and upon such demand the Corporation  must prepay,  the entire then  outstanding
principal  amount of such Note held by such  holder  subject to such  demand for
prepayment  and all of the interest  accrued and unpaid on such Note to the date
of such prepayment (a "Mandatory  Prepayment").  The Corporation  agrees to give
the holders of the Notes written notice of a Change of Control Event (specifying
the details thereof, to the extent known), as soon as reasonably practical after
the Corporation has made a determination  that in the  Corporation's  good faith
judgment  a Change of  Control  Event is  reasonably  likely to occur (but in no
event more than five (5) days after making such  determination) and in any event
not less than the maximum number of days as is reasonably practical prior to the
Change of Control Event (taking into account the timing and nature of the offer,
if any, that will be the basis for the Change of Control  Event) (the "Change of
Control Notice"). The prepayment option described above may be exercised by such
holder's giving the Corporation  written notice to that effect (the  "Prepayment
Notice") not more than ten (10) days after a holder of a Note  receives a Change
of Control  Notice.  The date of  prepayment  shall be the date of the Change of
Control Event.  The Prepayment  Notice can be revoked any time prior to the date
of prepayment if a material  change occurs in the terms of the Change of Control
Event.

                                   ARTICLE VII

                            Conversion; Registration

     7.1  Conversion.  On the terms set forth in the Notes  (and  subject to the
restrictions on conversion set forth therein relating to the maximum  percentage
of outstanding  capital stock the Lender may hold), each Note shall convert into
shares  of  Common  Stock  upon  the  election  of the  holder  of such  Note in
accordance with the particular procedures more fully described in the Notes. The
number of shares of Common  Stock  into which  each Note is  convertible  is set
forth in the Notes.

     7.2  Registration.  The  Interest  Payment  Shares and the shares of Common
Stock issuable upon  conversion of the Notes are entitled to the benefits of and
subject to the terms of the Registration Rights Agreement. The Corporation shall
keep or cause to be kept a copy of the  Registration  Rights  Agreement  and any
amendments  thereto at its chief  executive  office and shall  furnish,  without
charge, copies thereof to the Lender upon request.

                                  ARTICLE VIII

                                    Covenants

     So long as any Note remains outstanding,  the Corporation shall comply with
the following covenants:

     8.1 Adherence to Business Plan. The Corporation  shall use its best efforts
to conduct its business in substantial  compliance  with the  description of its
business in the SEC Documents, as amended from time to time.

     8.2  Liens.  The  Corporation  shall not create or permit to exist any Lien
with  respect to any assets now or hereafter  existing or  acquired,  except the
following:  (i) Liens for current taxes or special assessments not delinquent or
for  taxes  or  special  assessments  being  contested  in  good  faith  and  by
appropriate  proceedings  that  do  not  subject  the  Company  or  any  of  its
Subsidiaries to penalties  under the Code and for which adequate  reserves shall
have been  established  and are then being  maintained in accordance  with GAAP;
(ii) Liens  incurred  or  deposits  made in the  ordinary  course of business in
connection with worker's compensation,  unemployment insurance or other forms of
governmental insurance or benefits;  (iii) Liens in favor of the lessor pursuant
to  any  material  lease;   (iv)   mechanics',   workers',   materialmen's   and
warehousemen's  Liens  arising in the ordinary  course of business in respect of
obligations  which are not delinquent or which are being contested in good faith
and by appropriate  proceedings and for which adequate  reserves shall have been
established and are then maintained in accordance with GAAP (or deposits made to

<PAGE>

obtain the release of such Lien);  (v) easements and rights of way  restrictions
that do not individually or in the aggregate interfere with the ordinary conduct
of the  business;  (vi) Liens with  respect to the Rotman  Agreement;  and (vii)
Liens already  existing in favor of the Lender or otherwise  approved in writing
by the Lender.

     8.3 Compliance With Laws. The  Corporation  agrees to comply with all laws,
rules,  regulations,  judgments,  orders  and  decrees  of any  governmental  or
regulatory  authority  applicable to it and its respective  assets, and with all
contracts and agreements to which it is or shall become a party,  and to perform
all obligations which it has or shall incur, the failure to comply with which or
perform would  reasonably be expected to have a Material  Adverse  Effect on the
business, property, assets, operations,  financial condition or prospects of the
Corporation.

     8.4 Payment of Taxes. The Corporation agrees to pay all taxes,  assessments
and other  governmental  charges  levied upon any of its assets or in respect of
its franchises, businesses, income or profits before the same become delinquent,
except that (unless and until  foreclosure,  sale or other  similar  proceedings
shall have been commenced) no such tax,  assessment or charge need be paid if it
is being contested in good faith and by appropriate  measures promptly initiated
and diligently conducted if (a) such reserve or other appropriate provision,  if
any, as shall be required  by GAAP shall have been made  therefor,  and (b) such
contest could not  reasonably be expected to have a Material  Adverse  Effect on
the Corporation's business, property, assets, operations or condition, financial
or otherwise.

     8.5 Corporate  Existence and Property.  The Corporation agrees to preserve,
protect, and maintain its existence and all rights, franchises,  accreditations,
privileges,  permits,  licenses and  properties to the extent  necessary for the
conduct of its business.

     8.6 Payment of  Indebtedness;  Fulfillment of Obligations.  The Corporation
shall pay all amounts owed on any  Indebtedness  of the  Corporation as and when
the same shall become due and payable by the lapse of time, by  declaration,  by
call for redemption or otherwise.  The Corporation  shall comply in all material
respects,  with all other  material  contracts or agreements as the  obligations
thereunder  become due, except that no such  Indebtedness  need be paid if it is
being contested in good faith and by appropriate measures promptly initiated and
diligently  conducted  if the  Corporation  either  posts  a bond  or  otherwise
establishes   adequate   reserves  (as   determined  in  accordance   with  GAAP
consistently applied) therefor.

     8.7 Mergers, Consolidations and Sales; Permitted Acquisitions.  Without the
prior written consent of the Lender,  which shall not be unreasonably  withheld,
the Corporation shall not (a) be a party to any merger or consolidation with any
other Person,  or purchase or otherwise  acquire all or substantially all of the
assets  or stock of any  class  of,  or any  partnership,  membership,  or joint
venture interest in, any other Person;  or (b) sell,  transfer,  convey or lease
all or any substantial part of its assets to any other Person.

     8.8 Liquidation, Dissolution. The Corporation shall not liquidate, dissolve
or,  without  the  prior  written  consent  of the  Lender,  which  shall not be
unreasonably  withheld,  effect a recapitalization or reorganization in any form
of transaction  (including any reorganization into a corporation or another type
of entity or after which the Corporation becomes a subsidiary of another Person)
or otherwise alter its legal status.

     8.9 Restricted  Payments.  Without the prior written consent of the Lender,
which shall not be unreasonably withheld, the Corporation shall not (a) purchase
or redeem any Common Stock or other equity  interests,  warrants or options with
respect to such Common Stock, (b) declare,  make or pay any  distributions  with
respect to Common Stock,  or (c) grant, or allow the exercise of, any redemption
rights,  put rights or other similar rights with respect to its equity interests
to any holder of its equity  securities  (contingent  or  otherwise) or contract
rights  the  value of which  appreciates  in  accordance  with the  value of the
Corporation or the Corporation's earnings.

     8.10 Transactions with Affiliates.  The Corporation shall not enter into or
maintain  any  transaction  or  agreement  with its  Affiliates,  except  in the
ordinary course of business and upon fair and reasonable terms no less favorable
to the  Corporation  than would be obtained by the  Corporation  in a comparable
arm's length  transaction with a Person who is not the Corporation's  Affiliate.
The  Corporation  shall not make any loans or advances to, or guarantees for the
benefit of, any Person other than  advances to employees in the ordinary  course
of business  (including travel allowances to employees in the ordinary course of
business),  except as provided for in the  Corporation's  financial  statements.
Furthermore,  except for a  consulting  arrangement  to be entered into with Mr.
Steven Rotman or as provided

<PAGE>

for in the  Corporation's  financial  statements,  or  otherwise in the ordinary
course of business, the Corporation shall not increase the salary or rate of pay
of, or pay any bonuses to, employees or engage any consultants.

     8.11  Fees and  Expenses.  (a) The  Corporation  shall  bear all of its own
expenses in connection  with this Agreement and the other  Operative  Documents,
and the transactions contemplated hereby and thereby. The Corporation shall also
promptly  reimburse  the Lender for or pay any  reasonable  expenses  the Lender
incurs in connection  with (i) the  enforcement  of, or the  preservation of any
rights under, this Agreement,  the Notes and the other Operative Documents,  and
(ii) any stamp and other taxes (other than income taxes) payable with respect to
this  Agreement  and the Notes.  The  Corporation  shall pay or  reimburse  such
expenses within 30 days of its receipt of an invoice for such amounts.

     (b)  The  Corporation  shall  also  pay or  reimburse  the  Lender  for the
reasonable legal costs in connection with the enforcement of or the preservation
of rights under, this Agreement, the Notes and the other Operative Documents and
the transactions contemplated hereby and thereby.

                                   ARTICLE IX

                                Events of Default

     9.1 Events of Default Defined; Acceleration of Maturity. If any one or more
of the following events (herein called "Events of Default") shall have occurred:

     (a)  all or any part of the principal of the Notes is not paid when due and
          payable,  whether at maturity thereof,  by acceleration,  by notice of
          prepayment, whether mandatory or optional, or otherwise;

     (b)  all of any part of the  interest on the Notes is not paid,  whether in
          cash or by the issuance of Interest  Payment  Shares,  as  applicable,
          when due and payable;

     (c)  default shall occur in the  observance or  performance of any covenant
          contained in Article VIII of this Agreement;

     (d)  default  shall occur in the  observance or  performance  of any of the
          other  covenants or  agreements of the  Corporation  contained in this
          Agreement  or  the  other  Operative  Documents  (including,   without
          limitation,  the  Corporation's  obligation  to register  the Interest
          Payment  Shares and the Common Stock  issuable upon  conversion of the
          Notes  in  accordance  with  the  terms  of  the  Registration  Rights
          Agreement)  which is not  remedied  within ten (10) days after  notice
          thereof to the Corporation;

     (e)  a  receiver,  conservator,  custodian,  liquidator  or  trustee of the
          Corporation  or of all or any of its  assets  is  appointed  by  court
          order; or an order for relief is entered under the federal  bankruptcy
          laws with respect to the Corporation; or any of the material assets of
          the  Corporation is sequestered by court order; or a petition is filed
          against  the  Corporation   under  the   bankruptcy,   reorganization,
          arrangement,   insolvency,   readjustment  of  debt,   dissolution  or
          liquidation  law of any  jurisdiction,  whether  now or  hereafter  in
          effect;

     (f)  the  Corporation  files a petition in voluntary  bankruptcy or seeking
          relief  under  any  provision  of  any   bankruptcy,   reorganization,
          arrangement,   insolvency,   readjustment  of  debt,   dissolution  or
          liquidation  law of any  jurisdiction,  whether  now or  hereafter  in
          effect, or consents to the filing of any petition against it under any
          such law;

     (g)  the  Corporation  makes a general  assignment  for the  benefit of its
          creditors,  or  admits  in  writing  its  inability  to pay its  debts
          generally  as they become due,  or  consents to the  appointment  of a
          receiver,  conservator,   custodian,  liquidator  or  trustee  of  the
          Corporation or of all or any part of its assets;

<PAGE>

     (h)  final  judgment for the payment of money in excess of $10,000 which is
          not fully covered by insurance  shall be rendered by a court of record
          against the Corporation  and the  Corporation  shall not (i) discharge
          the same or provide for its discharge in accordance  with its terms or
          (ii) procure a stay of execution  thereof within 30 days from the date
          of entry  thereof and within  said  period of 30 days,  or such longer
          period during which execution shall have been stayed, appeal therefrom
          and cause  the  execution  thereof  to be stayed  during  such  appeal
          including,  without  limitation,  by providing  adequate bond for such
          judgment;

     (i)  any representation,  warranty or certification made by the Corporation
          or any of its  officers in this  Agreement  or in any other  Operative
          Document or in any certificate,  report,  financial statement or other
          instrument  delivered  under or  pursuant to any  provision  hereof or
          thereof  shall prove to have been false or  incorrect  in any material
          respect on the date or dates as of which they were made or delivered;

     (j)  a default shall occur in the  observance or  performance of any of the
          covenants,  conditions,  promises, agreements or obligations under any
          Contract if such failure might have a Material  Adverse  Effect on the
          Corporation's  business,  property,  assets,  operations or condition,
          financial or  otherwise,  and such default is not remedied  within ten
          (10) days after notice thereof to the defaulting party; or

     (k)  the  exercise of any rights of default by Leslie  Rotman or any of her
          successors or assigns under the Rotman Agreement or any other material
          agreement involving Leslie Rotman;

then,  when any Event of Default  described in clause (a),  (b),  (c), (d), (h),
(i),  (j) or (k) above has occurred and shall be  continuing,  the  principal of
each Note shall, upon written notice from the holder thereof to the Corporation,
forthwith become and be due and payable, if not already due and payable, without
presentment,  demand, or notice of any kind. When any Event of Default described
in clause (e), (f) or (g) above has  occurred,  the principal of each Note shall
immediately  become  due  and  payable  upon  the  occurrence  thereof,  without
presentment, demand, or notice of any kind. If any principal is not paid in full
on the due date thereof  (whether by maturity,  prepayment,  or acceleration) or
any Event of  Default  has  occurred  and is  continuing,  then the  outstanding
principal  balance  of each Note will  bear  interest  from the due date of such
payment,  or from and after an Event of  Default,  at a rate  equal to  eighteen
percent (18%) per annum, compounded quarterly,  until the payment is received or
the Event of Default is cured, if permitted,  or waived.  The Corporation  shall
pay to the holders of each Note all reasonable  out-of-pocket costs and expenses
incurred by any such holder in any effort to collect such Note.

     9.2 Remedies  Cumulative.  All remedies,  under either this Agreement,  the
Notes,  the other  Operative  Documents,  by law or  otherwise,  afforded to the
Lender shall be cumulative and not alternative.

     9.3 Indemnification.  The Corporation shall indemnify,  defend and hold the
Lender,  its  affiliates,  officers  and agents  harmless  from,  against and in
respect of any and all claims,  demands,  losses, costs, expenses,  obligations,
liabilities, damages, recoveries and deficiencies, including interest, penalties
and reasonable attorneys' fees (collectively,  "claims"),  that the Lender shall
incur or  suffer,  which  arise,  result  from,  or relate to any  breach of, or
failure by the Corporation to perform, any of its  representations,  warranties,
covenants or agreements in this Agreement in any material respect.

     9.4 Delays or Omissions. No failure to exercise or delay in the exercise of
any right,  power or remedy accruing to the Lender upon any breach or default of
the  Corporation  under this  Agreement  shall  impair any such right,  power or
remedy of the Lender nor shall it be construed to be a waiver of any such breach
or  default,  or an  acquiescence  therein,  or of or in any  similar  breach or
default  thereafter  occurring;  nor shall any  waiver of any  single  breach or
default  be deemed a waiver  of any  other  breach  or  default  theretofore  or
thereafter occurring.

<PAGE>

                                    ARTICLE X

                                  Miscellaneous

     10.1 Consent to Amendments; Waivers. Except as otherwise expressly provided
herein,  the provisions of this Agreement may be amended at any time only by the
written  agreement of the  Corporation  and the Lender.  The  provisions of this
Agreement may be waived at any time only by the written agreement of the waiving
party and any waiver,  permit,  consent or approval of any kind or  character of
any  provisions or conditions of this  Agreement  shall be effective only to the
extent specifically set forth in such writing.

     10.2 Successors and Assigns. Except as otherwise expressly provided herein,
all covenants and agreements  contained in this Agreement by or on behalf of any
of the  parties  hereto  will bind and inure to the  benefit  of the  respective
heirs,  legal  representatives  and  successors  of the  parties  hereto and the
permitted  assigns of the  parties  hereto.  This  Agreement,  the Notes and the
rights and obligations of the Corporation  hereunder and thereunder shall not be
assigned or otherwise  transferred by the  Corporation or the Lender without the
prior written consent of the other.

     10.3 Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision of this  Agreement is held to be  prohibited by or invalid
under  applicable law, such provision will be ineffective  only to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of this
Agreement  unless the  consummation  of the transaction  contemplated  hereby is
materially adversely affected thereby.

     10.4 Descriptive  Headings.  The descriptive headings of this Agreement are
inserted for  convenience  of reference only and do not constitute a part of and
shall not be utilized in interpreting this Agreement.

     10.5 No Setoffs,  Etc. All payments  hereunder and under the Notes shall be
made by the Corporation without setoff, offset, deduction or counterclaim,  free
and clear of all taxes, levies,  imports,  duties, fees and charges, and without
any  withholding,   restriction  or  conditions   imposed  by  any  governmental
authority.  If the Corporation shall be required by any law to deduct, setoff or
withhold any amount from or in respect of any payment to the Lender hereunder or
under the Notes,  then the amount so payable to the Lender shall be increased as
may be necessary so that,  after  making all  required  deductions,  setoffs and
withholdings,  the Lender  shall  receive an amount  equal to the sum they would
have received had no such deductions, setoffs or withholdings been made.

     10.6  Notices.  Any  notices  desired,  required or  permitted  to be given
hereunder  shall  be  delivered  personally,   faxed  or  mailed,  certified  or
registered  mail,  return  receipt  requested,  postage  prepaid or delivered by
commercial   overnight  courier  service,   charges  prepaid  to  the  following
addresses,  or such  other  addresses  as shall be  given  by  notice  delivered
hereunder,  and shall be deemed to have been given upon  delivery,  if delivered
personally or faxed,  (3) three Business Days after mailing,  if mailed,  or one
Business Day after delivery to the overnight  courier  service,  if delivered by
overnight courier service:

     If to Augustine Fund, L.P., to:

              141 West Jackson Blvd., Suite 2182
              Chicago, Illinois 60604
              Attention:  David M. Matteson
              Fax: (312) 427-5396

     If to the Corporation, to:

              Sales Online Direct, Inc.
              4 Brussels Street
              Worcester, Massachusetts  01610
              Attention:  Greg Rotman
              Fax:  (305) 489-6114; (781) 821-9243

     10.7 Governing Law. All questions concerning the construction, validity and
interpretation  of this  Agreement and the exhibits  hereto shall be governed by
the  internal  law,  and not the law of  conflicts,  of the  State of  Illinois,
applicable to contracts made and wholly to be performed in that state.

<PAGE>

     10.8  Exhibits and  Schedules.  All exhibits  and  schedules  hereto are an
integral part of this Agreement.

     10.9 Final Agreement. This Agreement,  together with the Notes, constitutes
the final  agreement of the parties  concerning the matters  referred to herein,
and supersedes all prior agreements and understandings between the parties.

     10.10  Execution in  Counterparts.  This  Agreement  may be executed in any
number of  counterparts,  each of which when so executed and delivered  shall be
deemed  an  original,  and  such  counterparts  together  shall  constitute  one
instrument.

     10.11 Survival. The representations,  warranties,  covenants and agreements
made herein  shall  survive any  investigation  made by any party hereto and the
closing of the transactions contemplated hereby.

     10.12  WAIVERS  BY  BORROWER.  EXCEPT  AS  OTHERWISE  PROVIDED  FOR IN THIS
AGREEMENT  OR AS  REQUIRED  BY  APPLICABLE  LAW,  THE  CORPORATION  WAIVES:  (I)
PRESENTMENT,  DEMAND AND PROTEST, AND NOTICE OF PRESENTMENT WITH RESPECT TO THIS
AGREEMENT  OR THE NOTES  AND (II) ITS RIGHT TO A JURY  TRIAL IN THE EVENT OF ANY
LITIGATION  INSTITUTED  IN  RESPECT OF THIS  AGREEMENT,  THE NOTES OR ANY OF THE
OTHER  OPERATIVE  DOCUMENTS.  THE  CORPORATION  ACKNOWLEDGES  THAT THE FOREGOING
WAIVERS ARE A MATERIAL INDUCEMENT TO THE LENDER ENTERING INTO THIS AGREEMENT AND
THAT THE LENDER ARE RELYING UPON THE  FOREGOING  WAIVERS IN ITS FUTURE  DEALINGS
WITH THE  CORPORATION.  THE  CORPORATION  WARRANTS  AND  REPRESENTS  THAT IT HAS
REVIEWED THE  FOREGOING  WAIVERS WITH ITS LEGAL  COUNSEL AND HAS  KNOWINGLY  AND
VOLUNTARILY  WAIVED  ITS JURY TRIAL  RIGHTS  FOLLOWING  CONSULTATION  WITH LEGAL
COUNSEL.  IN THE EVENT OF  LITIGATION,  THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.

     10.13  CONSENT  TO  FORUM.  AS PART  OF THE  CONSIDERATION  FOR  NEW  VALUE
RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF
BUSINESS OF THE CORPORATION OR THE LENDER,  THE CORPORATION  HEREBY CONSENTS AND
AGREES THAT THE UNITED  STATES  DISTRICT  COURT OR ANY OTHER COURT  HAVING SITUS
WITHIN  CHICAGO,  ILLINOIS,  SHALL  HAVE  EXCLUSIVE  JURISDICTION  TO  HEAR  AND
DETERMINE  ANY  CLAIMS  OR  DISPUTES  BETWEEN  THE  CORPORATION  AND THE  LENDER
PERTAINING TO, ARISING OUT OF, OR RELATING TO THIS  AGREEMENT,  THE NOTES OR ANY
OF THE OTHER OPERATIVE  DOCUMENTS.  THE  CORPORATION  WAIVES ANY OBJECTION BASED
UPON LACK OF PERSONAL JURISDICTION,  IMPROPER VENUE OR FORUM NON CONVENIENS. THE
CORPORATION  HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,  COMPLAINT AND OTHER
PROCESS  ISSUED  IN ANY SUCH  ACTION OR SUIT AND  AGREES  THAT  SERVICE  OF SUCH
SUMMONS,  COMPLAINT  AND  OTHER  PROCESS  MAY BE  MADE  BY  COMPLYING  WITH  THE
PROVISIONS  FOR GIVING  NOTICE AS SET FORTH IN THIS  AGREEMENT.  NOTHING IN THIS
AGREEMENT  SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF THE LENDER TO SERVE
LEGAL  PROCESS  IN ANY  OTHER  MANNER  PERMITTED  BY  LAW,  OR TO  PRECLUDE  THE
ENFORCEMENT BY THE LENDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE
TAKING  OF ANY  ACTION  UNDER  THIS  AGREEMENT  TO  ENFORCE  SAME  IN ANY  OTHER
APPROPRIATE FORUM OR JURISDICTION.

                            [Signature pages follow.]

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Loan Agreement on
the date first set forth above.

                          SALES ONLINE DIRECT, INC.


                          By: /s/ Gregory Rotman
                              ------------------------------------------
                          Its:    Gregory Rotman, President


                          AUGUSTINE FUND, L.P.


                          By: /s/ Augustine Capital Management, LLC
                              ------------------------------------------
                          Its:     general partner


                          By: /s/ John Porter
                              ------------------------------------------
                          Its:     President

<PAGE>

                                                                       EXHIBIT D

                                  DRAW REQUEST

To:      Augustine Fund, L.P.

From:    Sales Online Direct, Inc.

Date:                               , 200_
     -------------------------------

     Reference is made to that certain  Loan  Agreement  dated as of November 7,
2001 between  Augustine  Fund,  L.P., and Sales Online Direct,  Inc.. (the "Loan
Agreement"). All capitalized terms used herein without definition shall have the
meanings set forth in the Loan Agreement.

     The  Corporation  hereby requests that the Lender advance a total principal
amount of $______________ under the Loans (the "Advance").

     The Corporation hereby certifies to the Lender that as of the date hereof:

     (1)  The  representations  and warranties of the  Corporation  contained in
          Article V of the Loan  Agreement  are true and  correct as of the date
          hereof as if made on the date hereof;

     (2)  All  covenants,  agreements  and  conditions  contained  in  the  Loan
          Agreement to be performed or complied  with by the  Corporation  at or
          prior to the date hereof have been performed or complied with; and

     (3)  As of the date hereof, there exists no Event of Default.


     In witness whereof, this Draw Request has been signed in the name of and on
behalf of the Corporation as of the date first written above.

                            Sales Online Direct, Inc.

                            By:
                               -------------------------------------------------
                            Its:[President/Chief Financial Officer]