EXHIBIT 10.5

            LETTER AGREEMENT WITH W3 VENTURES, LTD DATED MAY 14, 2001

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W3 Ventures, Ltd.
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8 Elm Street
Greenvale, NY 11548
(516) 396-1261
(508) 590-8474  eFax
E-mail    ritholtz@aol.com

May 14, 2001

Richard Lang, CEO
Burst.com
500 Sansome St.
San Francisco, CA 94111

Dear Richard:

Please let this letter confirm our  understanding  that Barry L. Ritholtz and W3
Ventures  ("Advisors") will act as an introductory agent for Burst.com ("BRST ")
and any of its affiliates,  and will undertake to identify  persons or entities,
including  partners,  companies,  institutions  and/or  investors  (collectively
"Introduction")   interested  in  completely   or  partially   purchasing   (the
"Transaction") the Company.

BRST  agrees to hold all  information  about the  Introduction  and  Transaction
confidential,  and will not  circumvent  Advisors in its dealings  pertaining to
this Introduction.

FEES: For our services, BRST will

a) In the event of a cash,  equity, or other investment made by or of any entity
introduced  by Advisors  for a period of twelve (12) months from the date of the
expiration of this  agreement,  pay an amount equal to 8% (eight percent) of the
total  purchase  price or face amount of the net  investment or proceeds for the
term of this agreement to Advisors;

b) In the event that a suitable acquirer is located by Advisors, and said entity
purchases  all or any portion of BRST,  pay to Advisors (by  certified  check) a
dollar amount equal to 5% (five  percent) of the total purchase  price,  whether
the purchase be in cash, equity, or assumption of debt.

TERM:  This  agreement  provides  for the  introduction  by Advisors to BRST for
specifically  identified  "Introductions and/or a direct investment by Advisors,
partners, directors or associates, and by institutions or qualified individuals,
for a  period  of  twelve  (12)  months."  The term may be  extended  by  mutual
agreement between Advisors and the Company.

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EXPENSES:  BRST  shall  reimburse  Advisors  for actual  out-of-pocket  expenses
relating to this  agreement,  including the cost of Advisor's  counsel,  if any.
Advisors will not incur any  reimbursement  expenses  without prior approval and
consent from BRST.

INDEMNITY:  In the event that Advisors  becomes  involved in any capacity in any
action,  proceeding or investigation with any matter referred to in this letter,
BRST will  reimburse  Advisors  for its legal and  other  expenses  incurred  in
connection  therewith.  BRST also will  indemnify  Advisors  against any losses,
claims,  damages,  or  liabilities  to which  Advisors  may  become  subject  in
connection with any matter referred to in this letter, except to the extent that
any such loss, claim,  damage, or liability results from the recklessness or bad
faith of Advisors performing the services that are the subject of this letter.

This letter shall be deemed to have been made and delivered in New York City and
shall be governed as to the validity interpretation and construction, effect and
in all other  respects by the internal  laws of the State of New York.  BRST (1)
agrees that any legal suit,  action or proceeding  arising out of or relating to
this letter shall be instituted  exclusively  in New York State  Supreme  Court,
County of New York or in the  United  States  District  Court  for the  Southern
District  of New York,  (2)  waives  any  objection  which  BRST may have now or
hereafter  to the  venue  of any  such  suit,  action  or  proceeding,  and  (3)
irrevocably  consents to the  jurisdiction  of the New York State Supreme Court,
County of New York or in the  United  States  District  Court  for the  Southern
District  of New York,  and agrees  that  service  of process  upon BRST mail by
certified  mail to the  Company's  address  shall be  deemed  in  every  respect
effective  service  of process  upon the  Company,  in any such suit,  action or
proceeding.

Where  BRST  appears  in  this  agreement,  it  is  understood  to  include  any
principals, agents or affiliates of the Company.

Please confirm that the foregoing is in accordance  with your  understanding  by
signing and returning to us the duplicate of this letter attached hereto,  which
shall constitute a binding agreement.

Very Truly Yours,                               By:

                                                   ______________________
Barry L. Ritholtz W3 Ventures                      Richard Lang
May 14, 2001                                       CEO Burst.com

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