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                                                                   EXHIBIT 10.22


                               CheMatch.com, Inc.
                        2900 North Loop West, Suite 1120
                                Houston, TX 77092


                                                              Carl D. McCutcheon
                                           President and Chief Executive Officer


February 11, 2000

Mr. Phillip Townsend
TownsendTarnell, Inc.


Dear Mr. Townsend,

     This letter will evidence our mutual understanding and agreement with
respect to the strategic alliance (the "Strategic Alliance") between
CheMatch.com, Inc., a Delaware corporation (the "Company") and TownsendTarnell,
Inc., ("Purchaser").

1.       Purchase of Company Common Stock by Purchaser.
         ---------------------------------------------

          (a)  Purchaser hereby agrees to purchase 61,288 shares of the
               Company's common stock, par value $.01 per share (the "Common
               Stock"), pursuant to a Subscription Agreement (in the form
               attached hereto as Exhibit A) for $612.88 in cash and the
               execution of a promissory note (the "Note") (in the form attached
               hereto as Exhibit B) in favor of the Company in aggregate
               principal amount of $599,396.64 with interest accruing thereon at
               the rate of 8% per annum. All of the shares of Common Stock
               purchased by Purchaser pursuant to the Subscription Agreement
               will be subject to a Security Agreement (in the form attached
               hereto as Exhibit C).

          (b)  The Note will be payable in twelve consecutive monthly principle
               installments of $49,949.72 payable, commencing February 1, 2000.
               Additionally, each monthly payment will include all outstanding
               interest due on the outstanding principle balance.

2.       Other Obligations and Agreements.
         --------------------------------

          (a)  Use of Names. Neither party to this agreement may reference the
               other party to this agreement in presentations, advertising,
               promotions or other published information without the other
               party's prior consent (which consent shall not be unreasonably
               withheld); provided, however, that either party may make such
               disclosure if in the reasonable opinion of such party's counsel
               such disclosure is required by law under the circumstances.

          (b)  Company and Purchaser agree to a Consulting and Support Services
               Agreement (hereinafter "Consulting Agreement") to reflect the
               following:

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              (i)    The Company will pay Purchaser a fee of $70,000.00 per
                     month beginning February 1, 2000, for a term of nine
                     consecutive months, in return for the commitments of
                     Purchaser, provided below. The parties hereto may cancel
                     this Consulting Agreement by mutual consent on six months
                     notice.

              (ii)   During the first six months of this Consulting Agreement,
                     the best reasonable efforts of Purchaser's personnel shall
                     be dedicated to promoting the use of the Company's trading
                     platform and website by potential buyers of thermoplastic
                     resins in North America and Europe. This effort will
                     include up to, but not be limited to, approximately 800
                     entities identified by the company as potential users of
                     its trading platform and related services. Purchaser will
                     maintain daily or weekly communications with the Company,
                     or its designated representative(s), regarding the status
                     of contacts with the list entities, qualifications of the
                     entities in terms of net worth, revenue, and credit
                     worthiness, and discussion with each entity toward
                     establishing them as members and traders on the trading
                     platform and users of related services.

              (iii)  Purchaser will commit its best reasonable efforts to
                     provide information from its North American and European
                     databases and resources of Purchaser, or any affiliated
                     company, including, but not limited to, the Plastics Market
                     Monthly, the Tarnell Buyer Profiles (of approximately
                     14,000 North American buyers), the Tarnell Financial
                     Resumes (of 6,000 buyers), the Tarnell Purchasing and
                     Paying Records (of 10,000 buyers) and access to
                     approximately 50 employees of Purchaser (or Purchaser's
                     related consultants and/or contract hires) who create and
                     operate these services on an unrestricted and timely basis
                     to furnish the Company the necessary information in order
                     to enable the Company to secure the listed entities as
                     members and traders on the trading platform and
                     specifically to fulfill the obligations under paragraph
                     (ii) above.

              (iv)   Purchaser and Company agree to use reasonable commercial
                     efforts to negotiate a separate agreement to install
                     interface to access new users for both parties.

3.       Company investment in Purchaser's website.
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          (a)  Purchaser will provide Company with a mutually acceptable
               business plan for the creation and development of
               TownsendTarnell.com ("TT.com"). This business plan will include
               the design and implementation strategy for TT.com, the sources
               and uses of funds, milestones, budgets, and projections all to
               the sole satisfaction of Company. Upon such satisfaction, Company
               will extend a line of credit evidenced by a Promissory Note,
               Security Agreement, License Agreement, and related documents.
               This line of credit will make available funds up to five hundred
               thousand dollars ($500,000.00), with any funds drawn being due
               and payable at the end of one year. Interest will accrue at the
               rate of 12% per annum and the payable monthly on the outstanding
               principle balance. If the Company


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               elects not to extend a line of credit within 30 days of receipt
               of Purchaser's business plan, the Company will relinquish the
               option of investing in TT.com in their first round of private
               placement.

          (b)  If, prior to January 1, 2002, TT.com conducts a private offering
               of any of its securities, whether debt or equity, for an
               aggregate amount of at least five million dollars
               ($5,000,000.00), TT.com shall offer to Company the opportunity to
               invest at least one million dollars ($1,000,000.00) in the first
               such offering (but not in any subsequent offering) made by TT.com
               on the same financial terms offered to other Strategic Investors
               in such offering; provided, however, that the Company's
               participation in such offering shall be limited to a maximum of
               ten percent (10%) of such offering, unless TT.com otherwise
               agrees in writing.

4.       Miscellaneous.
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          (a)  The Strategic Alliance, this letter agreement and all
               documentation contemplated by this letter shall be governed by
               the laws of the State of Texas, without regard to any conflict of
               laws principles.

          (b)  Each of Purchaser and the Company will bear its own costs and
               expenses of the preparation of the documentation and performance
               of the obligations set forth in this letter.

If this letter correctly sets forth our understanding, please indicate your
acceptance by executing this letter in the space provided below.


                                            Very truly yours,

                                            /s/ CARL D. MCCUTCHEON

                                            Carl D. McCutcheon



ACCEPTED AND AGREED TO
THIS 11th DAY OF FEBRUARY, 2000:

TOWNSENDTARNELL, INC.

By: /s/ PHILLIP TOWNSEND
   -----------------------------
Name:  Phillip Townsend
Title: President


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