EXHIBIT 10.27
                                                                   -------------

February 3, 2000


CDKnet, Inc.
250 West 57th St., Suite 1101
New York, NY  10019

Gentlemen:

         This letter will set forth certain terms and conditions of the
agreement in principle between Young & Rubicam Inc. ("Y&R") and CDKNet, Inc.
("Company"), relating to the proposed alliance between Y&R and Company (the
"Transaction") pursuant to the terms described in Annex A attached to this
letter (which shall be non-binding upon the parties, except as specifically set
forth herein).

         We and our legal advisors are prepared to move forward immediately to
draft the definitive documentation for the Transaction as promptly as possible.

         1.      Terms: The Transaction would be consummated on the terms and
                 subject to the conditions set forth in Annex A attached hereto.

         2.      Definitive Agreements, Confirmatory Due Diligence. Our proposal
                 is subject to completion of both parties' confirmatory due
                 diligence and the good faith negotiation and execution of
                 definitive documentation, satisfactory to Company and Y&R,
                 containing customary representations, warranties, covenants and
                 conditions for agreements of such type, including, without
                 limitation, any necessary consents required by either party
                 (which will be identified in the definitive documentation). As
                 it relates to a potential investment by Y&R, we believe such
                 confirmatory due diligence would primarily include financial,
                 accounting and tax due diligence, legal due diligence and
                 business due diligence. As it relates to all other matters
                 discussed in Annex A, due diligence activities are limited to
                 previous discussions and activities, and no further
                 confirmatory due diligence activities will take place.

         3.      Confidentiality. No public disclosure of this letter agreement
                 or the proposed Transaction shall be made except upon the
                 mutual agreement of Y&R and Company or as required by
                 applicable law. If either party determines it is legally
                 obligated to make such disclosure, the text of any such
                 disclosure shall be mutually agreed by the parties prior to
                 public disclosure, but in no event shall be unreasonably
                 delayed or withheld by the non-disclosure party.

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         4.      Enforceability; Termination. This letter agreement is not
                 intended to constitute a binding and enforceable contract
                 (except for the provisions set forth in paragraph 3 and this
                 paragraph 4, which are intended to be binding obligations of
                 the parties hereto and shall survive any termination of this
                 letter agreement), except that, effective immediately, both
                 parties will begin working with each other according to the
                 terms reflected in Annex A, with the full intent of creating a
                 binding contract in accordance with those terms as soon as
                 possible. The other provisions of this letter agreement
                 constitute merely a statement of our current mutual intentions
                 with respect to the Transaction and do not contain all of the
                 matters upon which agreement must be reached in order for
                 either (x) party to be legally obligated to consummate the
                 Transaction or (y) the Transaction to be consummated. To the
                 extent intended to be binding, this letter agreement shall be
                 governed by and construed in accordance with the laws of the
                 State of New York. This letter agreement may be executed in one
                 or more counterparts each of which shall constitute but one and
                 the same letter agreement. Each of Company and Y&R shall bear
                 its own expenses in connection with the Transaction
                 contemplated by this letter agreement. Paragraph 3 and this
                 paragraph 4 constitute the entire agreement between Company and
                 Y&R with respect to the matters contemplated by this letter
                 agreement and no prior negotiation, understanding, arrangement
                 or course of dealing or performance shall be of any effect.

         If the foregoing is in accordance with your understanding, please sign,
date and return a copy hereof to facsimile number 212-210-5454, attention Mark
T. McEnroe, whereupon this letter shall constitute (x) a binding agreement with
respect to the matters set forth in paragraphs 3 and 4 above, and (y) a
non-binding agreement as to the remainder of the matters set forth herein and in
Annex A hereto.

Very truly yours,

Young & Rubicam Inc.




By:
     ------------------------------------
     NAME:
     TITLE:

Agreed to this        day of February 2000
              --------

CDKNet, Inc.


By:
     ------------------------------------
     NAME:
     TITLE:

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                                                                         ANNEX A
                                                           Strictly Confidential

                       PROPOSED TERMS FOR AN INVESTMENT IN
                        VALUEFLASH. COM, INC. BY Y&R INC.
                        ---------------------------------

INVESTMENT TARGET: Up to 10% of the total capitalization of ValueFlash.com Inc.
("VF"), to be held in founders Common Stock.


INVESTOR         Y&R Inc. ("Y&R"); however, relationship to be managed through
                 WCJ.

AMOUNT PAYABLE:  Cash at closing based on a pre-money valuation of $50
                 million for founder's Common Stock. In consideration for the
                 opportunity to invest in founder's Common Stock, Y&R agrees to
                 present revenue opportunities to the JV at defined below
                 targeted to be $15 million over the first two years of the JV,
                 with $5 million targeted to be presented during the first
                 twelve months, and $10 million targeted to be presented during
                 the second twelve months of the JV. To the extent that such
                 target revenues are achieved by Y&R, then Y&R will receive
                 additional equity in the form of warrants, as follows:

                 o     Y&R will receive warrants to purchase up to an additional
                       5% of VP ownership at a price of $2 per share. The
                       percent of ownership which Y&R will earn the right to
                       purchase at $2 per share, up to an additional 5%, will be
                       in proportion to the percentage of the targeted revenue
                       achieved during the first twelve months of JV operation.
                       Such warrants vest as revenues are recognized.

                 o     Y&R will receive warrants to purchase up to an additional
                       5% of VF ownership at a fair market value price to be
                       determined on April 1, 2001. The percent of ownership
                       which Y&R will earn the right to purchase at this price
                       per share, up to an additional 5%, will be in proportion
                       to the percentage of the targeted revenue achieved during
                       the second twelve months of JV operations. Such warrants
                       vest as revenues are recognized.

                 o     In the event of an IPO during the first 24 months of
                       operations, VF, at their sole discretion, may elect to
                       vest any unvested warrants referenced above based on
                       anticipated achievement of targeted revenue. In this
                       case, the price of the warrants otherwise to be determine
                       on April 1, 2001, will be the IOP offering price.

JOINT VENTURE    Y&R and VF form a joint venture partnership (the "JV"). The JV
                 is a shell entity created (a) for accounting purposes, to
                 capture the

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                 revenue opportunities identified and delivered by Y&R to VF and
                 (b) as a communications tool to describe the new working
                 relationship. In the absence of creating a legal entity, Y&R
                 will subcontract to VF in such a way that the same economic
                 effect is achieved as would be in the JV structure.

JOINT VENTURE
OWNERSHIP        Y&R owns 51% of the JV; VF owns 49% of the JV.

JV OPERATIONS    (1) The JV will report 100% of the revenue delivered by Y&R to
                 VF from existing Y&R clients; or from revenue opportunities
                 identified and cultivated by Y&R from new clients
                 (collectively, the "Venture Revenues"). Venture Revenues
                 include all revenue-generating activities related to the Vflash
                 product, including advertising revenue from banner ads, hosting
                 fees, e-commerce commissions, revenues/commissions from link
                 functionality, and revenues related to set-up and production of
                 the client's Vflash module. Revenues generated by Y&R related
                 to VF services (e.g., consulting, campaign design and
                 management, etc.) which are serviced by Y&R employees will be
                 recognized within Y&R, and will not be reported by the JV.

                 (2) After the first 24 months of a particular client
                 engagement, all recurring revenues (e.g., hosting fees and
                 other such revenue streams where Y&R no longer plays an active
                 role) will be reported 100% directly to VF, and will not pass
                 through the JV structure.

                 (3) The JV will report the payment of a license fee to VF in
                 consideration for the services provided by VF to the Y&R
                 client. Such license fee will be determined on a
                 project-by-project basis; however, it is understood and agreed
                 by Y&R and VF that the target license fee for each project is
                 equal to 80% of revenues, and further understood that such
                 license fee will not exceed 90%, nor fall below 70%. To the
                 extent Y&R overachieves the targeted revenue amounts in any 12
                 month period, the license fee related to any revenues in excess
                 of the targeted amount will be 70%.

                 (4) The target EBIT margin for the JV is 20%, and Y&R and VF
                 agree to make best efforts to work on a mix of projects to
                 deliver the target EBIT margin as measured on a calendar
                 quarterly basis.

                 (5) [Tax status TBD] Y&R and VF will split the post-EBIT profit
                 in accordance with the JV ownership percentages.

JV
RESPONSIBILITIES (1) Y&R will control the client relationships for all
                 JV clients.

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                 (2) VF will elect whether or not to participate in each project
                 brought to the JV by Y&R. If VF elects not to participate, a
                 mutually-agreed revenue amount will be assigned to that
                 opportunity, and applied against the Y&R revenue target.

                 (3) When Y&R offers a project and VF elects to participate, the
                 parties will agree on a scope of work for that project, a price
                 to be quoted to the client and a license fee to be reported
                 from the JV to VF in consideration for services provided by VF
                 on that project. In the absence of an agreement to the
                 contrary, the license fee to VF will be 80% of the revenues
                 reported by the JV related to the project.

                 (4) Y&R is responsible for delivering the revenues to the JV
                 driven by the price set jointly by Y&R and VF AND AGREED TO BY
                 THE LCIENT. Any shortfalls from the client, for whatever
                 reason, must be cured by Y&R.

                 (5) Y&R is responsible for the collection of payment from the
                 client, and for the payment of the license fee to VF. Y&R bears
                 the full client credit risk.

                 (6) VF is responsible for delivering the services contemplated
                 in the scope of work, with reasonable quality in a reasonable
                 timeframe, in consideration of the JV license fee. VF will bare
                 sole responsibility for the cost of delivering those services,
                 except to the extent that Y&R agrees to an increase in the
                 license fee based on a change in client requirements or other
                 changes ins cope, or a mutually agreed upon change in the
                 client deliverable, or other cost overruns which VF identifies
                 and Y&R agrees to fund.

NON-EXCLUSIVITY  (1) Y&R will elect to identify and deliver projects to VF at
                 Y&R's sole discretion. Y&R may elect to employ the services of
                 other companies with capabilities similar to VF.

                 (2) VF will elect to accept projects identified and delivered
                 by Y&R at VF's sole discretion. VF may elect to accept projects
                 from other companies with capabilities similar to Y&R.

Y&R SHAREHOLDER'S
RIGHTS           For as long as Y&R holds it's investment in VF, Y&R will, at a
                 minimum, have observer status on the VF Board of Directors, and
                 be entitled to receive all communications, including financial
                 reviews, given to Board Members.

                 In the event of an IPO by VF, Y&R will have on-demand


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                 registration rights, either beginning 180 days subsequent to
                 the IPO closing date, or beginning earlier if such earlier
                 rights are granted to other shareholders.

                 For the duration of the JV, Y&R will have the right to use the
                 VF product and hosting for internal use and client
                 demonstrations at no charge; any production costs related to
                 particular applications would be chargeable to Y&R by VF at
                 standard rates.

DURATION OF JV   As noted previously, there is no obligation for either Y&R or
                 VF to work together on projects through the JV. In the absence
                 of other events, the JV will last in perpetuity, but for a
                 minimum of two years from the date of this agreement.

REPS, WARRANTIES
& COVENANTS      Customary representations, warranties, covenants, indemnities
                 and closing conditions for investment transactions.

CONDITIONS       No further conditions need to be met for the operational
                 aspects of this agreement to be enforced. Satisfactory due
                 diligence, Y&R and VF Board approval and documentation
                 satisfactory to both parties will be required related to an
                 investment by Y&R in VF.

CLOSING          The operating terms of this agreement are in effect
                 immediately. The investment decision and related closing will
                 take place as soon as possible.

TRANSACTION
EXPENSES         Each party to bear its own costs and expenses in connection
                 with the proposed transaction.

BINDING NATURE   Any investment decision is subject to financial and legal due
                 diligence. All other operating aspects of this agreement are
                 hereby considered binding by both parties, to be documented by
                 a binding legal contact as soon as possible.


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