Law Offices
                  WASSERMAN, COMDEN, CASSELMAN & PEARSON L.L.P.
                              5567 RESEDA BOULEVARD
                                    SUITE 330
                              POST OFFICE BOX 7033
                  TARZANA (LOS ANGELES), CALIFORNIA 91357-7033
                        (818) 705-6800 (323) 872-0995
                               FAX (818) 995-8265
                               FAX (818) 343-0162

                         INTERNET HTTP://WWW.WCCPLAW.COM


                                  June 27, 2002






VIA FACSIMILE and U.S. MAIL

Mr. Kim Carrol
Equitrade Securities Corporation
23736 Birtcher Drive
Lake Forest, California  92630

Re:  Microsourceonline, Inc. - Approval of Underwriters Agreement
     Our File No.: 2458-1

Dear Mr. Carrol:

This  firm  is  corporate/securities  counsel  for  Microsourceonline,  Inc.,  a
Delaware corporation (the "Company").

As you know,  the Company is preparing to file with the  Securities and Exchange
Commission  a  registration  statement  on form  SB-1 to  register  the  initial
offering of its common shares under the  Securities Act of 1933, as amended (the
"Registration  Statement").  Equitrade Securities Corporation  ("Equitrade") has
indicated  its  willingness  to enter  into an  agreement  with the  Company  to
underwrite the offering on a "best efforts" basis upon the  effectiveness of the
Company's Registration Statement.

The company is required to file as an exhibit to the Registration  Statement the
form of underwriting  agreement that the Company's  underwriters  have agreed to
execute upon the effectiveness of the Registration Statement. A copy of the form





                Law Offices
WASSERMAN, COMDEN, CASSELMAN & PEARSON L.L.P.



Mr. Kim Carrol
June 27, 2002
Page 2


underwriting  agreement  that  the  Company  has  proposed  to enter  into  with
Equitrade Securities  Corporation has been submitted to you for approval, and we
understand it is acceptable.

Kindly confirm this in writing by executing this letter where  indicated  below,
then  return  the  executed  letter to the  undersigned  via  facsimile  at your
earliest convenience.

Thank you for your assistance. If you have any questions, please do not hesitate
to contact me.

                                          Very truly yours,

                                          WASSERMAN, COMDEN, CASSELMAN & PEARSON
                                          L.L.P.


                                          /s/ Michael G. Homeier

                                          MICHAEL G. HOMEIER


MGH:330351.1

cc:  Mr. Sumit Majumdar





The form  underwriters  agreement as provided
is acceptable to Equitrade Securities Corporation


By:  /s/ Kim Carroll
   ----------------------------
Name:  Kim Carroll
     --------------------------
Title:  CFO
      -------------------------

Dated:  October 23, 2002
      ------------