EXHIBIT 10.37
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June 29, 2000

Mr. Shai Bar-Lavi, CEO
ValueFlash.com, Inc.
250 West 57th Street, Suite 1101
New York, NY  10019

Dear Bar-Lavi:

         This letter agreement (this "Agreement") sets forth the understanding
between us with respect to the formation of a strategic alliance (the "Strategic
Alliance") between J. Walter Thompson U.S.A., Inc. ("JWT") and ValueFlash.com,
Inc. ("ValueFlash"). The primary objectives of the Strategic Alliance are to
provide JWT and its clients access to the products and services of ValueFlash
(collectively, the "ValueFlash.com Services") and to develop new client
relationships for the benefit of both parties to the Strategic Alliance. In
furtherance of this objective, JWT shall introduce to ValueFlash those of its
existing clients which in JWT's opinion, could benefit from access to the
ValueFlash Services.

         1.       TERM

                  The Strategic Alliance shall become effective as of the date
hereof and shall continue until terminated by either party upon at least sixty
(60) days' prior written notice given to the other party, subject, however, to
the continuing obligations described in paragraph 5 below.

         2.       EXCLUSIVITY; NATURE OF RELATIONSHIP; REFERRAL

                  (a)  The present agreement is mutually non-exclusive and shall
not constitute an obligation of either party to retain the other's products or
services for its clients or prospects; provided, however, that JWT shall have an
exclusive right of first refusal to participate in the development of Treasure
Chest, as set forth in Paragraph 10. JWT and ValueFlash shall work in good faith
to develop a joint-marketing plan to be reviewed on an regular basis, but in any
event, at least once every month, that will identify specific clients and
projects (collectively, "Properties") to be pursued for potential business.
Notwithstanding the foregoing to the contrary, the parties understand and agree
that the Strategic Alliance represents a strategic joining of resources and does
not constitute a partnership or other legal entity. The parties shall provide
services with respect to the Strategic Alliance solely in their respective
individual capacities as independent contractors.
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                  (b)  (i)  During the term of this Agreement, JWT may from
time-to-time refer to ValueFlash those of its clients which JWT determines may
benefit from an association with ValueFlash (subject in all cases to the
preference and directives of such clients) or ValueFlash may enter into
discussions with a potential new client by leveraging the name, contacts or
services of JWT or its affiliates (any such client is hereinafter referred to as
a "JWT Contact"). If a JWT Contact enters into any agreement, commitment or
understanding with ValueFlash for ValueFlash Services (any such agreement,
commitment or understanding, together with any modification, amendment, renewal
or extension thereof, hereafter referred to as a "Services Agreement"),
ValueFlash shall pay to JWT a commission as set forth in Section 3(a) below.
Nothing herein shall be deemed to create or imply a guarantee from JWT to
ValueFlash for any minimum number of referrals or any guarantee that any JWT
Contact will enter into a Services Agreement with ValueFlash.

                  (ii) In the event ValueFlash entered into a Services Agreement
with any JWT Contact, it shall promptly provide JWT with written notice thereof,
together with a copy of such Services Agreement and a written description of the
material terms and conditions contained in such Services Agreement. Such
Services Agreement shall clearly state the amounts to be paid to ValueFlash,
including, without limitation, the license fee, if any, to be charged to such
JWT Contact for the ValueFlash Services and the amount to be paid to ValueFlash
for services to be provided pursuant to such Services Agreement.

                  (iii) At the request of ValueFlash, JWT may from time-to-time,
and at its sole discretion, assist ValueFlash in making business presentations
to prospective clients ("Prospective Clients"). Any such Prospective Client
shall be deemed to be a JWT Contact for all purposes of this Agreement,
including, without limitation, for purposes of paragraph 3 below.

                  (iv) ValueFlash agrees that JWT shall have the exclusive right
to manage the overall client relationship with any JWT Contact, subject to the
preferences and directives of such JWT Contact.

                  (v) JWT agrees that ValueFlash shall have the right to decline
a JWT Contact; provided, however if such JWT Contact subsequently enters into a
Services Agreement, such Services Agreement shall be subject to the terms of
this Agreement.

         3.       COMMISSION

                  In consideration for the services performed by JWT hereunder,
ValueFlash agrees to pay a commission fee to JWT (the "JWT Commission") equal to
twenty percent (20%) of the Revenues (as defined herein) earned by ValueFlash
during the first sixty (60) months following the execution of any Services
Agreement. As used herein, "Revenues" shall include, without limitation, fees,
commissions, mark-ups and hourly charges received by ValueFlash in connection
with services provided by ValueFlash, including, without limitation, hosting,
CD-ROM development, production and distribution, ValueFlash module design,
set-up and production, advertising sales, fees and commissions, and E-commerce
sales, commissions and referral fees. All such JWT Commissions shall be paid to
JWT within 30 days after receipt by

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ValueFlash of any such Revenues, together with a statement showing the
computation of such Commission.

         4.       BOOKS AND RECORDS

                  ValueFlash will maintain complete and accurate books, records
and accounts of all revenues received by it relating to any Services Agreement.
JWT, through its employees and representatives, including, without limitation,
its legal counsel and its certified public accountants, shall be entitled to
make such examination of the books and records of ValueFlash as shall be
reasonably necessary to verify the information set forth in the computation of
any Commission. Any such examination shall be made during normal business hours
upon reasonable prior notice with the full cooperation of ValueFlash and its
employees and representatives.

         5.       CONTINUING OBLIGATIONS

                  Notwithstanding anything in this Agreement to the contrary,
upon a termination of this Agreement pursuant to paragraph 2 above, the
provisions of paragraphs 3 and 4 above shall remain in full force and effect
until the termination in full of any and all Services Agreements. Accordingly,
each party shall be obligated to continue to pay all Commissions with respect to
any Services Agreement, as applicable, in accordance with the provisions of
paragraph 3 above. IN ADDITION, IN THE EVENT VALUEFLASH ENTERS INTO A SERVICES
AGREEMENT AT ANY TIME WITHIN 12 MONTHS FOLLOWING THE TERMINATION OF THIS
AGREEMENT, IT SHALL BE REQUIRED TO PAY THE COMMISSION RELATING TO SUCH SERVICES
AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH 3 ABOVE.

         6.       USE OF NAMES

                  Each of the parties shall have a non-exclusive limited use
license during the term of this Agreement to use each other's name for purposes
of promoting the Strategic Alliance and implementing the purposes of this
Agreement. In no event shall either party hold itself out as being a subsidiary
or equity affiliate of the other in any manner whatsoever. No Party shall have
the right to utilize or make reference to the other or any of the other's
subsidiary or affiliated companies in any manner in connection with its business
except as provided hereunder, nor to apply for or register such or similar names
on any trademark or commercial register in any state or country.

         7.       NON-SOLICITATION

                  During the period from the date hereof through the first
anniversary of the termination of this Agreement for any reason, ValueFlash and
JWT agree that they shall not persuade or attempt to persuade any employee of
the other company to terminate his or her employment with the other company, or
otherwise employ or attempt to employ or assist anyone else to employ any person
who is then in the other company's employ, or who was in ValueFlash's or JWT's
employ at any time during the preceding one year period.

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<PAGE>

         8.       TREASURE CHEST RIGHT OF FIRST REFUSAL

                  JWT shall have the sole and exclusive right of first refusal
to participate in the development and marketing of the Treasure Chest concept
and technology with ValueFlash.

         9.       CLIENT CONFLICTS

                  ValueFlash agrees to cooperate with JWT in good faith to
resolve any conflict of interest regarding the furnishing of services by
ValueFlash to any current or prospective client of JWT in a mutually
satisfactory manner.

         10.      AUTHORITY OF PARTIES

                  Nothing herein shall be construed to authorize any party
hereto to act on behalf of any other party as agent, attorney-in-fact, partner
or in any other capacity, or to legally bind such other party in any manner,
except as specifically provided herein.

         11.      CONFIDENTIALITY

                  Each party agrees that it will not at any time disclose to
anyone any confidential information or trade secret of the Strategic Alliance,
any other party hereto (including such party's respective affiliates) or any
client of any other party hereto, or utilize such confidential information or
trade secret for its own benefit, or for the benefit of third parties, except as
may be required by law.

         12.      REPRESENTATIONS AND WARRANTIES

                  Each Party hereby represents and warrants to the other party
as follows: (a) the execution and delivery of this agreement and the
consummation of the transactions contemplated hereby to be performed by such
party will not result in a breach or violation of, or a default under (I) any
agreement or other document by which such party is bound, or (ii) any law,
administrative regulation or court decree, applicable to such party which could
materially adversely affect the purpose of the Strategic Alliance or the other
party, and (b) this Agreement constitutes the valid and binding agreement of
such Party, enforceable against it in accordance with its terms.

         13.      INDEMNIFICATION

                  Each party shall indemnify, defend and hold harmless the other
party from and against any third party claims against, and any related
liabilities, penalties, damages, judgments and expenses, including reasonable
attorneys' fees, arising out of such party's negligence or willful misconduct in
connection with its performance hereunder. Each party's obligation to indemnify,
defend and hold harmless the other party pursuant to this Paragraph 15 is
subject to the indemnified party having given the indemnifying party prompt
written notice of their claim or of the commencement of the related action, as
the case may be, and permitting the indemnifying party to consult with the
indemnified party with respect to the defense of the claim or action, at the
indemnifying party's own expense. The indemnified party shall not settle or
compromise any such

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third party claim without the consent of the indemnifying party (which consent
shall not be unreasonably withheld).

         14.      MISCELLANEOUS

                  (a) Amendments. This Agreement may not be amended or modified
in any respect unless pursuant to a writing signed by both parties.

                  (b) Severability. If any of the provisions contained in this
Agreement, or any part of them, is hereafter construed to be invalid or
unenforceable, the same shall not affect the remainder of such provision or
provisions, which shall be given full effect regardless of the invalid portions.

                  (c) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving
effect to the choice of law provisions thereof.

                  (d) Successors and Assigns. This Agreement and the rights and
obligations hereunder may not be assigned by either party without the consent of
the other. This Agreement shall be binding upon the parties hereto and their
successors and assigns, and shall inure to the benefit of the parties hereto and
their successors and assigns.

                  (e) Counterparts. This Agreement may be executed in two or
more counterparts, all of which taken together shall constitute one instrument.

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<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


                                       J. WALTER THOMPSON U.S.A., INC.

                                       By: /s/ Richard Pollet
                                           --------------------------------
                                           Name:  Richard Pollet
                                           Title:  Executive Vice President




                                       VALUEFLASH.COM, INC.

                                       By: /s/ Shai bar-Lavi
                                           --------------------------------
                                           Name:  Shai bar-Lavi
                                           Title:  CEO










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