Exhibit 10.5

                                Powerraise, Inc.
                               1687 West Broadway
                             Vancouver, B.C., Canada
                                  (604)736-6767

                                October 17, 2007

Strictly Confidential
Mr. Dan Avidan
Teleclick Technologies Ltd.
7 Gibori Israel St.
Natanya 42504
Israel

Re: Due Diligence of Teleclick

Dear Avidan:

     Powerraise, Inc. ("Powerraise") appreciates the opportunity to discuss with
Teleclick ("Teleclick") a potential transaction on terms and conditions to be
negotiated. In order to pursue our interest in Teleclick, Powerraise would like
to conduct a due diligence review of Teleclick business and its technology.
Accordingly, the parties agree as follows:

     1. Due Diligence. Teleclick and its representatives shall enable the
officers, accountants, counsel, bankers and other representatives of Powerraise
access to its properties, books, records, personnel, business and other
relationships, and will fully cooperate in order that Powerraise shall have full
opportunity to make such investigation as it desires to make.

     2. Payments to Teleclick. Upon execution of this letter agreement, and on
October 17, 2007, Powerraise shall pay Teleclick the sum of US $ 80,000.

     3. Exclusivity. in consideration hereof, Teleclick shall not, directly or
indirectly, through any director, officer, member, manager, employee, agent,
creditor, representative or otherwise (and each of said parties shall use
reasonable efforts to insure such persons shall not directly or indirectly) (i)
solicit, initiate or encourage the submission of inquiries, proposals or offers
from any person or entity relating to (x) any business combination with respect
to Teleclick or the business or assets of Teleclick; or (y) the sale of any of
the assets and/or securities of Teleclick (an "Alternative Transaction"), (ii)
enter into or participate in any negotiations, or initiate any discussions or
continue any discussions initiated by others, regarding any Alternative
Transaction, or furnish to any other person or entity any information with
respect to the assets or business of Teleclick or its business for the purposes
of pursuing a possible Alternative Transaction with any other party, or (iii)
otherwise participate in, assist, facilitate or encourage any effort or attempt
by any other person or entity to do any of the foregoing. Teleclick shall
promptly notify Powerraise of any proposal or inquiry made to it or any of its
directors, officers, members, managers, creditors, employees, agents,
representatives, or otherwise with respect to any of the foregoing.
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     4. Confidentiality. Except as required by applicable law, neither party
shall disclose nor permit its officers, representatives, agents or employees to
discuss the existence or terms of this letter agreement to any third party.

     5. Binding Effect; Termination. The parties agree to negotiate in good
faith the terms and conditions of the definitive agreements with respect to a
potential transaction. The parties will use their best efforts to effectuate the
closing of a transaction on or before October 31, 2007, 2007; PROVIDED, however,
that this letter agreement will terminate upon written notice by Powerraise to
Teleclick at any time prior thereto at which point the parties shall no longer
have any rights or obligations with respect to this agreement.

     6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed therein without giving effect to conflict of law principles.

     7. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

     8. Counterparts. This Agreement may be executed in counterparts and by
facsimile, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. If the foregoing accurately sets
forth our agreement, please execute where indicated below and return a fully
executed copy of this letter agreement to our attention, whereupon it shall
become a valid and binding agreement between us in accordance with the terms
hereof.

                                     Very truly yours,

                                     POWERRAISE,

                                     By:/s/ Shlomo Friedman
                                        ------------------------------
                                     Name:  Shlomo Friedman
                                     Title: President.

AGREED TO AND ACCEPTED
AS OF THIS 17th DAY OF OCTOBER, 2007
TELECLICK TECHNOLOGES LTD

By: /s/ Dan Avidan
   --------------------------
Name:  Dan Avidan
Title: Director