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                                                                 EXHIBIT 10.12

                                   [LOGO]
                                [LETTERHEAD]

March 14, 2000


Mr. Ron Bloom
195 North Coconut Lane
Miami Beach, Florida 33139


Dear Mr. Bloom:


This Agreement confirms our understanding with regard to engaging
Whodoweknow.com and Ron Bloom (hereinafter collectively known as "the
Consultants"), as financial and strategic advisors to Liquor.com, Inc. (the
"Company" which, together with the Company's affiliates and any entity that
the Company or any of its affiliates may form to pursue any development or
transaction contemplated hereby, are collectively referred to herein as, the
"Group"). References herein to the Consultants shall relate to Van
Vandergrift as principle representative of Whodoweknow.com, as well as Ron
Bloom.

1.   The Consultants, in their capacity as financial and strategic advisors to
the Group, will perform such of the following financial and strategic
services as the Group may reasonably request during the term of the Agreement:

     (a)   working with senior management of the Group to strengthen the
           positioning and communications of the Group to its principal markets
           and potential investors, focusing on IR presentations, branding
           and messaging, and general development and improvement of business
           plans;

     (b)   facilitating introductions to qualified investors, with the aim of
           broadening the share base of the Group;

     (c)   providing advice and support to management in the raising of any
           additional capital that may be required in the future, through
           equity/debt issues, private placements or other means, and
           specifically helping with introductions that may lead to direct
           investments;

     (d)   working with the Group to reorganize its current investment
           alternatives, which may include review of the Group's convertible
           preferred agreements;

     (e)   keeping the Group abreast of developments within the sector vis a
           vis competitors, and bringing to the Group's attention any
           suitable direct investment, merger, acquisition,

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           partnership, or any other potentially beneficial opportunity about
           which Consultants may become aware;

     (f)   assisting with broker/investment bank introductions and helping to
           develop key communication points, including efforts to establish
           research coverage of the Group;

     (g)   advising the Group on financial PR, advertising and marketing
           matters and forwarding suggestions for an appropriate firm to act
           for the Group;

     (h)   utilizing a broad range of contacts both domestically and
           internationally to increase investor awareness of the Group; and

     (i)   assisting in broadening the number of market makers in the Group's
           securities.

2.   In consideration for the Consultants' rendition of the above-described
     services, the Company shall grant and deliver to the Consultants, divided
     between them in such manner as they shall designate:

     (a)   immediately upon the execution of this agreement, five year
           warrants to purchase 80,000 shares of the Company's common stock
           at an exercise price of $3.52 per share;

     (b)   on the first day of each month during the six month period
           commencing in April 2000, five year warrants to purchase 5,000
           shares of the Company's common stock at an exercise price of $3.52
           per share; and

     (c)   at the discretion of the Company's Chief Executive Officer, on or
           about October 1, 2000, five year warrants to purchase up to 30,000
           shares of the Company's common stock at an exercise price of $3.52
           per share. In the event that the employment of the Company's Chief
           Executive Officer shall be terminated for any reason on or before
           October 1, 2000, such warrants shall automatically be granted to
           Consultants on the date of such termination.

3.   The Consultants shall have, with respect to the shares of common stock
     issuable upon exercise of the warrants identified in Section 2 hereof,
     the same registration rights which were granted with respect to the
     common stock issuable upon conversion of the Series A Preferred Stock of
     the Company which is held by the Gem Group. Such registration rights are
     set forth in Annex A hereto.

4.   It shall be expressly understood that all services rendered by the
     Consultants hereunder will be on a best efforts basis, and that the
     warrants and other compensation delivered and/or paid pursuant to this
     Agreement shall not be withdrawn or cancelled by the Group at any time.

5.   In the event that the Company (i) raises capital through a private
     offering of debt, equity or convertible securities of the Company, or a
     parent, subsidiary or other affiliate of the Company; or (ii)
     effectuates a merger, acquisition, consolidation, reorganization,
     recapitalization, business combination or other transaction pursuant to
     which the Company acquires another entity subsequent to the date hereof
     and on or prior to one year from the

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     date of termination in this Agreement, irrespective of any reason for
     such termination, and such capital formation transaction, merger,
     acquisition, consolidation, reorganization, recapitalization, business
     combination or other transaction is effectuated as a result of any
     introduction made by Mr. Bloom to the Company, then the Company hereby
     agrees to pay to Mr. Bloom the following cash consideration, which
     payment shall be due and payable, except as hereinbelow provided, in
     cash on the date of any such closing with respect thereto:

           5% of that portion of the total consideration which is less than or
           equal to $5,000,000; and

           3% of the balance, if any, of the total consideration which is in
           excess of $5,000,000.

In lieu of receiving the foregoing consideration in cash, if the Company so
requests, and Mr. Bloom grants such request, such consideration shall be paid
in the form of a five year warrant to purchase such number of shares of the
Company's common stock, and providing for such exercise price, registration
rights and other terms, as shall be acceptable to the parties.

     (a)   For purposes of this Agreement, "consideration" shall mean the
           total present value of all cash, securities, or other property (i)
           received by the Company at the closing of a transaction referred
           to above or to be received in the future by it with respect to
           such transaction (other than payments of interest or dividends);
           (ii) paid by the Company as part of the purchase price in
           connection with the acquisition of the (X) assets or (Y) stock
           (and any securities, including debt, options and warrants
           convertible into capital stock, or other rights to acquire such
           capital stock) by the Company or a wholly-owned subsidiary thereof
           of another company at the closing of a transaction referred to
           above or to be received in the future by such other company or its
           securityholders with respect to such transaction (other than
           payments of interest or dividends); (iii) to be received by the
           company's securityholders (other than optionees under the
           Company's employee stock plans) in the event of the merger of the
           Company into another entity where the Company is not the survivor;
           (iv) to be received by another company's securityholders (other
           than optionees under its employee stock plans) in the event such
           other company merges with the Company or an affiliate of the
           Company where such other company is not the survivor; and (v)
           transferred or contributed to a joint venture or similar joint
           enterprise or undertaking by the venturers within twelve months of
           the formation thereof or as specifically required under the
           controlling agreement among the venturers. In the event of any of
           the scenarios referred to in clauses (i) through (iv) above, the
           amount by which the assumption, directly or indirectly (by
           operation of law or otherwise), or any repayment of any long-term
           liabilities (liabilities maturing more than one (1) year after the
           consummation of the transaction) of the acquired or non-surviving
           entity exceeds its current assets on hand at closing, shall be
           considered consideration. In the event a transaction referred to
           above is consummated in one or more steps and/or the consideration
           payable with respect to such transaction shall be payable in
           installments, including without limitation, any additional
           consideration to be paid in any subsequent step in the
           transaction, all such amounts shall be included in the definition
           of consideration, and shall be due and payable as and when each
           such step is completed

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           and/or each such installment is paid, whichever shall be
           applicable. For purposes of this paragraph 4, consideration is not
           deemed to include amounts paid (X) in connection with signing
           bonuses for employment contracts, and (Y) with respect to
           employment or consulting contracts or other contracts for services
           rendered or to be rendered to the extent the amount payable
           thereunder is the same as the amount to be paid prior to the
           transaction.

     (b)   If all or a portion of the consideration paid in the transaction
           is other than cash or securities, then the value of such non-cash
           consideration shall be the fair market value thereof on the date
           the transaction is consummated as mutually agreed upon in good
           faith by the Company and Consultants. If the parties cannot so
           agree, they shall jointly select an independent appraiser to
           determine such value. The decision of the independent appraiser
           shall be binding. The Company shall bear one half of the cost of
           such appraisal, and Consultants shall be responsible for the
           balance thereof. If such non-cash consideration consists of common
           stock, options, warrants or rights for which a public trading
           market existed prior to consummation of the transaction, then the
           value of such securities shall be determined by the average
           closing or last sales price for the ten (10) trading days prior to
           the consummation of the transaction; provided, however, that if
           such non-cash consideration consists of newly-issued, publicly
           traded common stock, options, warrants or rights for which no
           public trading market existed prior to the consummation of the
           transaction, then the value thereof shall be the average of the
           closing prices for the 20 trading days subsequent to the fifth
           trading day after the consummation of the transaction. In such
           event, the fee payable to Consultants pursuant hereto shall be
           paid on the 30th trading day subsequent to consummation of the
           transaction. If no public market exists for the common stock,
           options, warrants or rights issued in the transaction, then the
           value of such securities shall be as mutually agreed upon in good
           faith by the Company and Consultants. If such non-cash
           consideration consists of preferred stock or debt securities, then
           the value of such securities shall be the face or principal amount
           thereof unless it is mutually agreed upon in good faith by the
           Company and Consultants that the market value of such securities
           is different than the face value or principal amount of such
           securities, in which case the value of such securities will be the
           fair market value of such securities as mutually agreed upon in
           good faith by the Company and Consultants. If all or a portion of
           the consideration payable in connection with a transaction includes
           contingent future payments, then the Company shall pay Consultants
           any additional cash fee, determined in accordance with this
           paragraph 4, as, when, and if such contingent payments are paid.

     (c)   If the consideration to be paid is computed in any foreign
           currency, the value of such foreign currency for purposes hereof
           shall be converted into U.S. dollars at the prevailing exchange
           rate on the date or dates on which such consideration is paid.

6.   The Group hereby agrees to indemnify, defend and hold harmless each of
     the Consultants, their respective employees and consultants and their
     respective successors and assigns from and against any and all claims,
     damages, losses, liability, deficiencies, actions, suits or proceedings
     (collectively the "Losses") arising out of or resulting from: (i) any
     breach of a

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     representation, or warranty by any member of the Group contained in this
     Agreement; or (ii) any activities or services performed hereunder by
     Consultants, unless such Losses were the result of the intentional
     misconduct or gross negligence of either of the Consultants or were the
     result of any information supplied by either of the Consultants; or
     (iii) any and all costs and expenses (including reasonable attorneys'
     and paralegals' fees) related to the foregoing, and as more fully
     described below. Consultants hereby agree to indemnify, defend and hold
     harmless each member of the Group, and their respective officers,
     directors and shareholders, and their respective successors and assigns
     from and against any and all Losses arising out of or resulting from (i)
     the intentional misconduct or gross negligence of either of the
     Consultants, unless such Losses were the result of any information
     supplied by any member of the Group; or (ii) any and all costs and
     expenses (including reasonable attorneys' and paralegals' fees) related
     to the foregoing, and as more fully described below.

     (a)   If either of the Consultants or any member of the Group (in each
           case, the "Indemnified Party") receives written notice of the
           commencement of any legal action, suit or proceeding with
           respect to which the any member of the Group or either of the
           Consultants (in each case, the "Indemnifying Party") is or may be
           obligated to provide indemnification pursuant to this Section 6,
           the Indemnified party shall, within thirty (30) days of the
           receipt of such written notice, give the Indemnifying Party
           written notice thereof (a "Claim Notice"). Failure to give such
           Claim Notice within such thirty (30) day period shall not
           constitute a waiver by the Indemnified Party of its right to
           indemnity hereunder with respect to such action, suit or
           proceeding if the Indemnifying Party is not materially adversely
           affected by such delay. Upon receipt by the Indemnifying Party of
           a Claim Notice from the Indemnified Party with respect to any
           claim for indemnification which is based upon a claim made by a
           third party ("Third Party Claim"), the Indemnifying Party may
           assume the defense of the Third Party Claim with counsel of its
           own choosing, as described below. The Indemnifying Party and the
           Indemnified party shall cooperate with each other in the defense
           of the Third Party Claim and shall furnish such records,
           information and testimony and attend all such conferences,
           discovery proceedings, hearings, trial and appeals as may be
           reasonably required in connection therewith. The Indemnified Party
           shall have the right to employ its own counsel in any such action,
           and the fees and expenses of such counsel shall be at the expense
           of the Indemnified Party unless the Indemnifying Party shall not
           have promptly employed counsel to assume the defense of the Third
           Party Claim, in which event such fees and expenses shall be borne
           solely by Indemnifying Party. The Indemnifying Party shall not
           satisfy or settle any Third Party Claim for which indemnification
           has been sought and is available hereunder, without the prior
           written consent of the Indemnified Party unless the Indemnified
           Party shall be given a full release from all parties in connection
           therewith. If the Indemnifying Party shall fail with reasonable
           promptness either to defend such Third Party Claim, the Indemnified
           Party may defend, satisfy or settle the Third Party Claim at the
           expense of the Indemnifying Party and the Indemnifying Party shall
           pay to the Indemnified Party the amount of any such Loss within
           ten (10) days after written demand therefor. The indemnification
           provisions hereunder shall survive the termination of this
           Agreement.

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7.   Consultants agree that all non-public information pertaining to the
     prior, current or contemplated business of the Group are valuable and
     confidential assets of the Group. Such information shall include,
     without limitation, information relating to customer lists, bidding
     procedures, intellectual property, patents, trademarks, trade secrets,
     financing techniques and sources and such financial statements of the
     Group as are not available to the public. Consultants, and any of their
     officers, directors, employees, agents and shareholders shall hold all
     such information in trust and confidence for the Group and shall not use
     or disclose any such information for other than the benefit of the
     Group's business and shall be liable for damages incurred by the Group
     as a result of the use or disclosure of such information by Consultants,
     and any of their officers, directors, employees, agents or shareholders
     for any purpose other than the benefit of the Group's business, either
     during the term of the attached Agreement or after the termination or
     expiration thereof, except (i) where such information is publicly
     available or later becomes publicly available other than through a
     breach of this Agreement, or (ii) where such information is subsequently
     lawfully obtained by Consultants from a third party or parties who are
     not under an obligation of confidentiality to the Group, or (iii) if
     such information is known to Consultants prior to the execution of this
     Agreement, or (iv) as may be required by law. These confidentiality
     obligations shall survive termination of this Agreement.

8.   It is expressly understood and agreed that Consultants shall, at all
     times, act as independent contractors with respect to the Group and not
     as employees or agents of the Group, and nothing contained in the
     attached Agreement shall be construed to create a joint venture,
     partnership, association or other affiliation, or like relationship,
     among the parties. It is specifically agreed that the relationship is
     and shall remain that of independent parties to a contractual
     relationship and that Consultants shall have no right to bind the Group
     in any manner. In no event shall either party be liable for the debts or
     obligations of the other except as otherwise specifically provided in
     this Agreement.

9.   This Agreement shall be governed by the laws of New York and may be
     executed in counterparts, each of which together shall be considered a
     single document. This Agreement will terminate one year from the date
     hereof, unless amended in writing by the parties hereto on the same or
     similar terms. This Agreement may not be assigned by the Group without
     the prior written consent of Ron Bloom.



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We are pleased to offer this engagement and look forward to you supplying
your services as a financial and strategic advisor to the Group. Please
confirm that the foregoing is in accordance with your understanding by
signing and returning to us the enclosed duplicate of this Agreement, which
shall thereupon constitute a binding Agreement between the Group and the
Consultants.

Very truly yours,

/s/ Steve Olsher

Steve Olsher
President



By:    /s/ Steve Olsher
  --------------------------
Name:  Steve Olsher
Title: President




/s/ Ron Bloom
------------------------------
          Ron Bloom

Whodoweknow.com



By: /s/ John Vandegrift
  -----------------------------
Name:  John Vandegrift
Title:  Founding Partner


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