VIRTUALSELLERS COM INC
CONSULTING AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>

                              Consulting Agreement

     This  Agreement is made as of the 16th day of November, 1999 by and between
VirtualSellers.com  Inc.,  having  its business offices at 120 N. LaSalle Street
Suite  1000  Chicago  IL,  60602  (the  "Company"  and VME. Corp. with principal
offices  at  4474  Club  Drive  Atlanta  GA  30319  (the  "Consultant").

                                   WITNESSETH:

     WHEREAS,  the  Company  desires to retain the Consultant and the Consultant
desires  to be retained by the Company, all pursuant to the terms and conditions
hereinafter  set  forth;

     NOW,  THEREFORE,  in consideration of the foregoing and the mutual promises
and  covenants  herein  contained,  it  is  agreed  as  follows:

1.     Retention.  The  Company  hereby  retains  the  Consultant  to  perform
nonexclusive Consulting services related to corporate finance and other matters,
and  the consultant hereby accepts such retention and shall undertake reasonable
efforts to perform for the Company the duties described herein.  In this regard,
subject  to  paragraph  6  hereof,  the  Consultant  shall  devote such time and
attention  to  the  business  of  the  Company,  as  shall  be determined by the
Consultant,  in its sole discretion, subject to the direction of the Chairman of
the  Company.

a).     The  Consultant agrees, to the extent reasonably required in the conduct
of  the  business  of  the Company and at the Company's request, to place at the
disposal  of  the  Company  its  judgment and experience and to provide business
development  services  to  the  Company  including  the  following,

(i)     review  the  Company's  managerial  and  financial  requirements;

(ii)     identify  and  close  merger  and  acquisition  candidates;

(iii)     analyze  and  assess  alternatives  for  the Company, presented by the
Company  for  raising  capital,  including  public  or  private offerings of the
Company's  securities;  and

(iv)     identify  and  make  known to the Company candidates for the purpose of
the  Company's  issuance  of  private  placement  securities;

(v)     Perform  the  applicable  investment  banking  activities  to  inure the
Company's  qualification  for  NASDAQ  listing.

b).     At  the  Consultant's  request, the Company will provide "due diligence"
presentations  to  the  Consultant.

<PAGE>

2.     Term.  The  Consultant's  retention  hereunder shall be for a term of two
years commencing on the date of this Agreement.  Either party upon 60 days prior
written  notice  to  the  other  may  terminate  this  Agreement.

3.     Compensation.  For  its  consulting services hereunder, the Company shall
grant  to the Consultant a warrant (the "Warrant") to purchase 500,000 shares of
Common  Stock  of the Company exercisable for two (2) years from the date hereof
at  a  price  of  $.13 per share.  The Warrant shall be in a form to be mutually
agreed  upon  by the parties.  The Consultant's Warrant shall have anti-dilution
provisions  for  stock  dividends, splits, mergers, sale of substantially all of
the  Company's assets, sale of stock at below the then current exercise price of
the  Consultant's  Warrant,  and  for  other unusual events (other than employee
benefit  and stock option plans for employees and advisors of the Company).  The
said  Warrant  shall  be  issued  in  the  following  manner,

(i)     100,000  issued  at  time  of  the  agreement  hereof;

(ii)     100,000 on the sixth consecutive month and every sixth month thereafter
up  to  an  including  the  twenty  forth  month.

     In  lieu  of any cash payment required by the Consultant in connection with
the  exercise  of  the  consultant  Warrant,  the  Holder(s) of the Consultant's
Warrant  shall  have the right at any time and from time to time to exercise the
Consultant's  Warrant in full or in part by surrendering the Warrant Certificate
as  payment  of  the aggregated Exercise Price.  The number of shares within the
Warrant Certificate to be surrendered in payment of the aggregate Exercise Price
for  the  shares  within  the  Consultant's  Warrant  to  be  exercised shall be
determined  by  multiplying  the  number  of  the shares within the Consultant's
Warrant  to  be exercised Price per share, and then dividing the product thereof
by  the  amount  equal  to the Market Price per share, minus the Exercise Price.
Solely  for  the  purposes  of  this paragraph, Market Price shall be calculated
either  (i)  on  the date which the form of election is deemed to have been sent
company  ("Notice Date") or (ii) as the average of the Market Prices for each of
the  five  trading  days  proceeding  the  Notice,  whichever  of (i) or (ii) is
greater.

     The  Company  will reserve and at all have available a sufficient number of
shares  of  its  common stock to be issued upon the exercise of the Consultant's
Warrant.

     The  Company  also  agrees  to  grant  to  the  Consultant,  subject to the
conditions  listed  below,  the right to demand registration of the Common Stock
issuable  upon  exercise  of  the  Warrant  referred  to above, on up to two (2)
occasions  with all expenses of the first registration to be born by the Company
and  all  expenses  of  the  second  registration  to be born by the Consultant;
provided,  however,  that  such  demand  registration right shall be exercisable
commencing  one  (1)  year  from  the  date  of  this  Agreement.

     In  addition,  the  Company  shall, subject to the conditions listed below,
"piggy  back"  registration  rights  to include the shares of Common Stock issue
upon  exercise of the Warrant in any registration statement filed by the Company
under  the  Securities  Act of 1933 relating to an underwriting of the shares of
common  stock  or  other  security.  Inclusion  of  such  shares  is  subject

<PAGE>

to  the  willingness  of  the  managing underwriter(s) to include said shares of
Common  Stock.  In  the event that the Company grants registration rights to ant
other  shareholder  on  terms  and  conditions  the  Consultant deems to be more
favorable  than  these  granted  hereunder, the Company agrees to grant the same
rights  to  the  Consultant.

     Notwithstanding  any  of  the  foregoing,  The  Company  shall issue to the
Consultant  150,000 of the Warrants herein stated it conditions of either of the
foregoing (i) The Company commences a termination of the agreement hereof and or
(ii)  The  Company  enters  into  a  consolidation  by  way  of  an acquisition.

     4.     Expenses.  The  Company  agrees  to  reimburse  the  Consultant  for
reasonable  expenses  incurred by the Consultant in connection with the services
rendered  hereunder, including but not limited to the Consultant's due diligence
activities  with  respect  to  the Company.  Any such expenses shall require the
prior  approval  of  the  Company.

     5.     Indemnification.  The  Company agrees to indemnify and hold harmless
the Consultant and its affiliates, the respective directors, officers, partners,
agents  and  employees and each other person, if any, controlling the Consultant
or  any  of  its affiliates (collectively the "Consultant Parties"), to the full
extent  lawful,  from  and  against all losses, claims, damages, liabilities and
expenses  incurred  by  them  (including attorney's fees and disbursements) that
result  from  actions  taken  or  omitted  to  be  taken  (including  any untrue
statements made or any statements omitted to be made) by the Company, its agents
or  employees.  Consultant  will indemnify and hold harmless the Company and the
respective  directors,  officers,  agents  and  employees  of  the  Company (the
"Company Parties") from and against all losses, claims, damages, liabilities and
expenses  that  result  from  bad  faith,  gross  negligence  or  unauthorized
representations  of  the  Consultant.  Each  person  or  entity  seeking
indemnification  hereunder  shall promptly notify the Company, or the Consultant
as  applicable,  of  any loss, claim, damage or expense for which the Company or
the  Consultant as applicable, may become liable pursuant to this section, shall
not pay, Settle or acknowledge liability under any such claim without consent of
the  party  liable  for  indemnification,  and  shall  permit  the Company or to
mitigate actual or potential damages.  The scope of this indemnification between
the  Consultant  and  the  Company shall be limited to, and pertain only certain
transactions  contemplated  or  entered  into  pursuant  only to this investment
Banking  Agreement.

     The Company or the Consultant or the Consultant, as application, shall have
the  opportunity  to  defend  any  claim  for  which it may be liable hereunder,
provided  it  notices  the  party  claiming  the right claim for which it may be
liable  hereunder,  provided  it  notifies  the  party  claiming  the  right  to
indemnification  within  15  days  of  notice  of  the  claim.

     The  rights  stated  pursuant  to  the  preceding two paragraph shall be in
addition  to  any  rights  that  the Consultant the Company, or any other person
entitled  to  indemnification may have in common law otherwise including but not
limited  to,  any  right  to  contribution.

6.     Status  of  Consultant.  The  Consultant  shall  be  deemed  to  be  an
independent  contractor  and, except as expressly provided or authorized in this
Agreement,  shall  have  no  authority  to  act  for  or  represent the Company.

<PAGE>

7.     Other  Activities  of  Consultant.  The  company  recognizes  that  the
Consultant now renders and may continue to render financial consulting and other
investment  banking  services  to  other  companies  that may or may not conduct
business  and  activities similar to those of the Company.  The Consultant shall
not  be required to devote its full time and attention to the performance of its
duties  under  this  Agreement,  but  shall  devote only so much of its time and
attention  as  it  deems  reasonable or necessary for such purposes, in its sole
discretion.

8.     Control.  Nothing  contained  here shall be deemed to require the Company
to  take  any  contrary  to  its Certificate of Incorporation or By-Laws, or any
applicable  statue  or regulation, or to deprive its Board of Directors of their
responsibility  for  any  control  of the conduct of the affairs of the Company.

9.     Notices.  Any  notice  hereunder  shall  be  send  to the Company and the
Consultant  at  their respective addresses above set forth.  Any notice shall be
given  by  registered or certified mail, postage prepaid, and shall be deemed to
have  been  given  when  deposited  in the United States mail.  Either party may
designate  any  other  address  to which notice will be given, by giving written
notice  to  the  other  of such change of address in the manner herein provided.

10.     Governing  Law; Venue and Jurisdiction.  This Agreement has been made in
the  State of Illinois and shall be construe and governed in accordance with the
laws  thereof  without regard to conflicts of laws.  Any proceeding commenced by
either  party to enforce, or interpret any provision of, this Agreement shall be
brought  in  Cook County.  The Company hereby submits to the jurisdiction of the
courts  of  the  State  of  Illinois  purposes.

11.     Entire  Agreement.  This Agreement contains the entire agreement between
the parties, may not be altered or modified, except in writing and signed by the
party  to  be  charged  thereby  and  supersedes any and all previous agreements
between  the  parties.

12.     Binding  Effect;  Assignment.  This  Agreement shall be binding upon the
parties  hereto  and respective heirs, administrators, successors, assigns.  The
Company  may  not  assign  this  Agreement  without prior written consent of the
Consultant.

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

VirtualSellers.com  Inc.
President                                                  /s/  Leah  A.  Slavny
                                                         Consultant  VME.  Corp.

</TEXT>
</DOCUMENT>
