MODIFICATION AGREEMENT



      This MODIFICATION AGREEMENT (the "Agreement") is made as of May 21, 2002,

by and between SALES ONLINE DIRECT, INC., a Delaware corporation (the

"Corporation") and AUGUSTINE FUND, L.P. (the "Lender").



                                   WITNESSETH



      R. 1. On November 7, 2001 (the "Transaction Date"), the Corporation and

the Lender entered into a Loan Agreement (the "Loan Agreement") pursuant to

which the Lender agreed to extend loans up to $1,000,000 in the form of a

Convertible Promissory Note (the "Note"). The Note is convertible into shares of

the Corporation's common stock, par value $.001 per share (the "Common Stock").



      R.2. In connection with the issuance of the Note, the Corporation and the

Lender executed a Registration Rights Agreement (the "Registration Rights

Agreement"), pursuant to which the Corporation agreed to file with the

Securities and Exchange Commission (the "Commission") within 180 days after the

closing date (the "Filing Date") a registration statement for the resale of the

shares of Common Stock issuable upon the conversion of the Note (the Loan

Agreement, the Note, and the Registration Rights Agreement are collectively

referred to herein as the "Transaction Documents"). The Registration Rights

Agreement further provides that the Registration Statement shall be declared

effective by the Commission within 240 days following the Closing Date (the

"Effectiveness Date") and if such Registration Statement is not filed by the

Filing Date or declared effective by the Effectiveness Date, the conversion

price for conversion of principal and interest into shares shall decrease

monthly by two percent (2%).



      R.3. On March 24, 2002, the Corporation and Lender agreed to amend the

Loan Agreement, the Note, and the Registration Rights Agreement in the manner

and subject to the terms and conditions set forth herein, and to enter into a

Third Amended Modification Agreement, dated of even date herewith.



      NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Corporation and Lender hereby

agree as follows:



      1. Recitals; Definitions. The recitals set forth above are true and

correct in every respect and are incorporated herein by reference. Any

capitalized terms contained herein not defined herein shall have the meaning

assigned to such term in the Loan Agreement, or if not defined in the Loan

Agreement, in the Note, or if not defined in the Loan Agreement or Note, in the

Registration Rights Agreement.



      2. Amendments to Loan Agreement. The following amendments are hereby made

to the Loan Agreement:



      (a) All references in the Note to "One Million Dollars" or "$1,000,000"

      are hereby amended to be "Two Million Dollars" or "$2,000,000."



      (b) The fifth sentence of Section 2.2 shall be deleted in its entirety,

      and in lieu thereof, shall state as follows:



            "Draw Requests shall be in the form of Exhibit D, be sent at least

      seven (7) calendar days (although the Corporation shall use its best

      efforts to send such Draw Request thirty (30) calendar days) prior to the

      date that the requested funds are to be sent to the Corporation and

      include a detailed description of the specific bona fide operating

      expenses that the Corporation intends to pay with the requested funds."



      (c) The first and second sentence of Section 2.3(b) shall be deleted in

      their entirety, and in lieu thereof, shall state as follows:



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            "The interest payable to the Lender for any given period shall be

      paid, at the Corporation's election, either in cash or in shares of Common

      Stock (such shares being referred to as "Interest Payment Shares"), which

      election may be made notwithstanding any prior practice or prior

      election."



      (d) The first sentence to Section 2.3(c) shall be deleted in its entirety,

      and in lieu thereof, shall be replaced with the following:



            "Notwithstanding anything to the contrary set forth herein, in no

      event shall the Lender be entitled to receive Interest Payment Shares in

      lieu of a cash interest payment if, upon giving effect to such issuance,

      such payment 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 issuance. To the

      extent, but only to the extent that the receipt of Interest Shares would

      cause the Lender's beneficial ownership of shares of Common Stock to

      exceed 4.99% of the outstanding shares of Common Stock, the Corporation

      may delay the issuance of such Interest Payment Shares until such time as

      the Lender requests them to be issued. In such event, the unpaid interest

      shall not accrue additional interest and shall not constitute an Event of

      Default by the Corporation. The Corporation shall not be required to make

      that portion of the interest payment in cash."

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