Exhibit
    10.1

     

    


    Mr.
      Robert Rosenschein

    GuruNet
      Corporation

    441
      Route
      306

    Wesley
      Hills, NY 10952-1233

    


    December
      9, 2004

    


    Dear
      Bob,

    


    


    This
      Services Agreement (the “Agreement”)
      sets
      forth the terms and conditions under which Barretto Pacific Corporation
      (“BPC”)
      has
      been engaged by GuruNet Corporation (the “Company”)
      for
      the purpose of disseminating and publicizing information regarding the Company,
      its business and its affairs to members of the public in the United States
      of
      America with a view to encouraging investment in the Company’s securities. This
      Agreement is effective December 13, 2004 (the “Engagement
      Date”)

    


    The
      parties agree as follows:

    


    1. The
      Services. In
      consideration of Company’s payment of the Fee (as defined below), BPC shall
      provide the following services to the Company (collectively, the
“Services”);

    


    (a) Disseminate
      Public Information.
      BPC
      will disseminate public information about the Company, its business and affairs,
      in the United States of America, to investment professionals and private parties
      who may have an interest in investing in the Company’s securities. BPC has
      relationships with many members of the investment community including
      stockbrokers, buy and sell-side portfolio managers, buy and sell-side research
      analysts, financial newsletter writers, investment banks, fund managers, other
      investment professionals, and private investors. As a result, BPC will
      disseminate public information regarding the Company to its existing database
      of
      business associates and to other investment professionals whom BPC will research
      and identify based on their potential interest in the Company.

    


    (b) Communicate
      with Investment Community.
      BPC
      will communicate on an ongoing basis with members of the brokerage and
      investment community in the United States of America whom BPC has contacted
      for
      the benefit of the Company and who have expressed a continued interest in the
      Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (c) Conduct
      Conference Calls.
      BPC
      will conduct periodic group conference calls with stockbrokers and other
      investment professionals who may have an interest in the Company. The group
      conference calls will enable the Company’s senior management to present the
      Company’s “story” to a captive audience.

    


    (d) Arrange
      Meetings with Investment Community.
      BPC
      will identify investor conferences where the Company’s management may be invited
      to attend, and arrange group or individual meetings with portfolio managers,
      analysts, stockbrokers and other investment professionals in key money center
      cities.

    


    (e) Facilitate
      Research Reports.
      BPC
      will provide introductions to buy and sell-side research analysts, and financial
      newsletter writer with the goal of facilitating the production of one or more
      research reports or financial newsletters on the Company.

    


    (f) Facilitate
      Engagement of Investment Bankers.
      Should
      the Company consider a public offering, private stock sale or other transaction,
      BPC will assist in identifying and reaching agreement with an appropriate
      investment banker. 

    


    (g) News
      Releases.
      BPC
      will review and, where appropriate, make suggestions to modify the Company’s
      proposed news releases. The Company will reference BPC as a contact source
      on
      all Company news releases during the term of BPC’s engagement by the
      Company.

    


    (h) Investor
      Relations.
      BPC
      will advise the Company regarding best practices that are typical of the
      Investor Relations profession.

    


    (i) Public
      Presentations.
      BPC
      will review and comment upon the Company’s web-site, brochure, PowerPoint
      presentations, fact sheet and other investor oriented materials.

    


    (j) Media
      Contacts.
      From
      time to time BPC will provide introductions to members of the media, who may
      be
      interested in the Company’s affairs.

    


    During
      the term of this Agreement BPC will devote the time and attention to performing
      the Services for Company that BPC reasonably believes is necessary to provide
      effective promotion of the Company and its affairs. Notwithstanding anything
      to
      the contrary herein, the Services will not include any actions that constitute,
      or that BPC believes constitute, or that BPC is advised by its counsel may
      constitute, general solicitation or advertising of the Company’s securities,
      rendering legal opinions or other legal services, performing services which
      would require BPC to register as a broker or dealer, or performing services
      that
      would render BPC an “underwriter” pursuant to federal or state securities
      laws.

    


    2. The
      Fee.
      As
      compensation for BPC rendering the Services during the term of this Agreement,
      the Company shall pay BPC a fee of $100,000 in cash (the “Cash Fee”) and $50,000
      in restricted stock (the “Registered Stock”) and the expense reimbursements
      described in Section 3, below, collectively, (the “Fee”).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Cash
      Fee includes the following payments on the following dates:

    


    
      	
              Payment

            	 	
               Payment
                Date

            
	
              $12,000

            	 	
              Upon
                engagement

            
	
              $
                8,000

            	 	
              On
                the 13th
                day of each month commencing January 13,
                2005

            


    

    


    


    An
      invoice for each payment following the initial payment will be e-mailed to
      the
      Company two (2) business days prior to its due date. Failure to receive this
      invoice will not relieve the Company of its obligation to promptly pay each
      installment of the Cash Fee.

    


    Payments
      shall be made by wire transfer to the following account:

    


    Barretto
      Pacific Corporation

    Key
      Bank
      of Washington

    Account
      No. 471661005077

    ABA
      No.
      125000574

    


    The
      Restricted Stock shall be paid as follows: On the Engagement Date the Company
      will instruct its transfer agent (the “Transfer
      Agent”)
      to
      issue to BPC a certificate for seven thousand eight hundred (7,800) shares
      (the
      equivalent of $50,000) of Company’s authorized but uninsured common stock (the
“Restricted
      Stock”).
      The
      Transfer Agent will be instructed to deliver the certificate for the Restricted
      Stock to the Company, which shall hold it for the benefit of BPC pursuant to
      this Agreement. Upon receipt of the certificate of Restricted Stock the Company
      will advise BPC that is has received said certificate. If the Company does
      not
      terminate this Agreement pursuant to Section 5(b)(i), below, then, on the first
      day of the third month following the Engagement Date, Company shall deliver
      the
      certificate representing the Restricted Stock to BPC and BPC shall own the
      Restricted Stock free of all liens, claims, restrictions and encumbrances except
      the limits of Rule 44. If the Company does terminate this Agreement pursuant
      to
      Section 5(b)(i), below, then Company shall retain the certificate for the
      Restricted Stock, and BPC will execute any document required by Company to
      allow
      Company to cancel the certificate and also confirm that it [BPC] has no interest
      in the Restricted Stock.

    


    The
      Cash
      Fee, the expense reimbursements described in Section 3, below and the Restricted
      Stock, shall be BPC’s sole and exclusive entitlement against the Company as
      compensation for the Services.

    


    
      
        3.
          Expense
          Reimbursement.
          Except
          as specifically provided in this Section, BPC shall not be entitled to
          be
          reimbursed for any of the expenses, out of pocket or otherwise, that it
          incurs
          in the course of performing the Services. The Company agrees to promptly
          reimburse BPC for travel related expenses such as coach airfare, lodging
          and meals associated with attending meetings arranged on behalf of the
          Company,
          or accompanying management to investment conferences, or other matters
          that may
          require travel on behalf of the Company, all of which will be billed to
          Company
          at BPC’s actual cost (collectively, “Allowed
          Expenses”).
          BPC
          will not incur any Allowed Expense without the Company’s prior written approval,
          which approval shall constitute the Company’s agreement to promptly reimburse
          BPC for all such approved expenses.

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        Company
          understands that BPC’s service (1) do not include the printing of any
          documentary material on behalf of the Company and that any expenses that
          may be
          incurred in that respect, (which will only be incurred with the Company’s prior
          written consent), shall be separately reimbursed to BPC by the Company;
          and (ii)
          do not include the cost of mailing the Company’s internal “Investor Package” to
          members of the public who have requested such information from
          BPC.

      

    

    


    
      
        4.
          Company’s
          Duties.
          Company
          shall use its reasonable efforts to enable BPC to fully and satisfactorily
          perform the Services for Company. This shall include, without limit, making
          its
          senior executives available on a regular basis to BPC; keeping BPC informed
          of
          Company’s business plans and strategies; filing all required SEC reports within
          the prescribed time periods; integrating BPC into all discussions and processes
          related to investor relations issues (including the possibility of the
          Company
          hiring other vendors who may perform similar Services); providing BPC with
          copies of all proposed news releases at least twenty-four (24) hours before
          the
          anticipated release time; and indicating in all Company news releases that
          BPC
          is the investor relations contact reference for interested parties. If
          BPC’s
          failure to perform the Services is due, in whole or in part, to Company’s
          failure to comply with this Section, BPC shall not be in default under
          this
          Agreement.

      

    

    


    
      
        5.
          Term
          and Termination

      

    

    


    
      
        (a)
          Term.
          The
          initial term of this Agreement will commence on the Engagement Date and
          continue
          for a period of one (1) year (the “Initial
          Term”).
          Unless terminated as provided in the following subsection, upon the expiration
          of the Initial Term and upon the expiration of each successive one-year
          term
          this Agreement will automatically be extended for an additional one-year
          term.

         

      

    

    
      
        (b)
          Termination.
          This
          Agreement may be terminated only as follows:

      

    

    


    
      
        (i)
          By
          Company during the Initial Term.
          By
          notice given to BPC no later than the last day of the third month of the
          Initial
          Term, the Company may terminate this Agreement without cause effective
          as of the
          close of business on the last day of the fourth month of the Initial Term.
          

      

    

    
      
         

        (ii)
          By
          either party upon the expiration of the Initial Term.
          By
          notice given to the other party no later than the last day of the tenth
          (10th)
          month
          of the Initial Term, either party may terminate this Agreement without
          cause
          effective as of the last day of the one-year Initial
          Term.

      

    

    
      
         

        (iii)
          By
          either party during any Subsequent Term.
          By
          notice given to the other party no later than the last day of the tenth
          (10th)
          month
          of any term after this Initial Term, either party may terminate this Agreement
          without cause effective as of the last day of the current one-year
          term.

      

    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        (iv)
          By
          BPC
          for Company’s failure to Pay Fee, Reimburse Expenses or
          Cooperate.
          By
          notice given to the Company at any time, BPC may terminate this Agreement
          if the
          Company has failed to pay any installment of the Fee when due and payable
          or
          failed to fully and promptly reimburse any Allowed Expenses or approved
          expanses. BPC may also terminate this Agreement if, within thirty (30)
          days of
          giving a notice to Company that specifies in detail the facts constituting
          Company’s breach of its obligations under Section 4 hereof, Company has not
          cured the breach.

      

    

    
      
         

        (v)
          By
          Either Party for any Other Material Breach.
          Either
          party may terminate this Agreement if, within thirty (30) days of giving
          a
          notice to the other party that specifies in detail the facts constituting
          the
          other party’s breach of any material term of this
          Agreement.

      

    

    


    
      (c)
        Consequences
        of Termination.
        If this
        Agreement is properly terminated, there shall be no further obligations on
        the
        part of the Company or BPC, their respective stockholders, directors, officers,
        employees, agents or representatives, except (i) Company will be obligated
        to
        pay BPC the Fee for all periods through the effective date of the termination
        and reimburse BPC for all Allowed Expenses and for al other approved expenses
        incurred through that date, and (ii) BPC shall be obligated to continue to
        comply with the provisions of Section 9. Nothing herein shall relieve either
        party from liability for any material breach of this
        Agreement.

    

    


    
      (d)
        Limitation
        of Liability.
        Notwithstanding anything contained in this Agreement to the contrary, in
        no
        event shall BPC’s liability for any breach of this Agreement exceed the amount
        paid by Company to BPC as Fees under this Agreement.

    

    


    
      
        6.
          Other
          Consultants and other Clients.
          The
          Company reserves the right to contract other firms to provide services
          similar
          to the Services and expressly acknowledges that BPC shall be entitled to
          provide
          the Services to other public companies provided
          that
          such other representation does not in any way interfere or conflict with
          the
          effective performance of BPC’s duties hereunder, and provided,
          further,
          that
          BPC adheres to its obligations of confidentiality as set forth in Section
          9
          hereof.

      

    

    


    
      
        7.
          Status
          as Independent Contractor.
          All
          payments hereunder will be made to BPC as an independent contractor and
          BPC will
          be solely responsible for federal, state, and city tax filings and remittances.
          BPC is not, and by the provision of the Services will not become, an agent
          or
          employee of the Company and will have no authority, express or implied,
          to
          commit or otherwise obligate the Company in any manner
          whatsoever.

      

    

    


    
      
        8.
          Compliance
          with Laws.
          BPC
          represents and warrants that it will perform the Services in compliance
          with all
          applicable laws and legal requirements, including but not limited to all
          applicable federal and state securities laws and regulations applicable
          to BPC
          or to the Company, and Company’s internal policies with respect to Insider
          Trading, a copy of which has been provided to BPC.

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        9.
          Nondisclosure.
          BPC
          will not, either during or after the term of this Agreement, directly or
          indirectly divulge, publish or disclose any information regarding the affairs
          or
          business of the Company or its affiliates except
          information that is provided by the Company and expressly authorized to
          be
          disclosed. BPC will not use for its own purposes, or for any purposes other
          than
          providing the services to the Company, any information BPC may acquire
          with
          respect to the Company’s affairs, business, or projects. Upon the termination of
          this Agreement (for any reason) BPC will promptly return to the Company
          all
          documents and other property of the Company including, without limitation,
          all
          Confidential Information (as defined below) and all copies thereof. BPC
          will
          deliver all such materials in accordance with the Company’s
          directions.

      

    

    


    BPC
      acknowledges that the Company may provide to BPC material, non-public
      information (“Confidential
      information”)
      concerning the Company. BPC agrees that only those employees or advisors who
      have a need to know such information will have access to such Confidential
      Information, and that any employee or advisor who is provided with such access
      will be under a written obligation to maintain the confidentiality of such
      Confidential Information on terms at least as restrictive as those provided
      for
      herein. BPC will not trade the Company’s stock upon the basis of any material
      non-public information that BPC may possess.

    


    BPC
      will
      segregate all Confidential Information from information of other companies
      and
      will not reproduce any of the Confidential Information without the Company’s
      prior written consent. BPC acknowledges that (i) BPC has received and read
      the
      Company’s most recently filed public documents, and (ii) the Company has made
      available to BPC all other documents and information that BPC has requested
      relating to the Company.

    


    
      
        10.
          Notice.
          Any
          notice required or permitted to be given by this Agreement shall be in
          writing
          and must be given by personal delivery, by confirmed facsimile transmission,
          by
          overnight courier, or by mailing, postage prepaid, registered or certified
          mail.
          All notices shall be addressed to the receiving party at its address set
          forth
          below or to such other address as the receiving party may, by notice, designate.
          Notices shall be deemed to be given and effective as follows: (i) if personally
          delivered or sent by facsimile, as of the date the notice is personally
          delivered of faxed; (ii) if sent by overnight courier, two (2) business
          days
          after delivery of the notice to the courier; and (iii) if sent by certified
          or
          registered mail, four (4) business days after mailing. Notice shall be
          addressed
          as follows:

      

    

    


    
      	 	
              (a)

            	
              if
                to the Company to: Robert Rosenschein, GuruNet Corporation, 441 Route
                306
                Wesley Hills, NY 10952-1233

            


    

    
      	 	
              (b)

            	
              if
                to BPC, to: Landon Barretto 1916 Pike Place, Suite 12, Box 8, Seattle,
                WA
                98101

            


    

    


    
      
        11.
          Binding
          Effect: No Assignment.
          This
          Agreement shall inure to the benefit of and be binding upon the parties
          hereto.
          This Agreement may not be assigned.

      

    

    


    
      
        12.
          Severability.
          Each
          provision and paragraph of this Agreement is declared to constitute a separate
          and distinct covenant and to be severable from all other such separate
          and
          distinct covenants under this Agreement. If any covenant or provision herein
          contained is determined to be void or unenforceable, in whole or in part,
          such
          determination shall not affect or impair the validity or enforceability
          of any
          other covenant or provision contained in this Agreement and the remaining
          provisions of this Agreements shall be valid and enforceable to the fullest
          extent provided by law.

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        13.
          No
          Brokers.
          BPC
          represents and warrant that it has not retained any broker or other individual
          in connection with the subject matter of this Agreement who may be entitled
          to
          be paid a fee by the Company in connection herewith.

      

    

    


    
      
        14.
          Entire
          Agreement.
          This
          agreement replaces, supersedes and cancels all prior agreements, representations
          and understandings between the Company and BPC in respect of the subject
          matter
          of this Agreement.

      

    

    


    
      
        15.
          Governing
          Law.
          This
          Agreement shall be governed in all respects, including validity, interpretation
          and effect, by the laws of the State of New York applicable to contracts
          executed and to be performed wholly within such state.

      

    

    


    
      
        16.
          Dispute
          Resolution.
          All
          disputes arising out of this Agreement shall be submitted to mediation.
          The goal
          of the mediation shall be to preserve and enhance the parties’ relationship. Any
          party desiring mediation shall begin the process by giving the other party
          a
          written request to mediate, describing the issues involved and inviting
          the
          other party to join with the requesting party to name a mutually agreeable
          mediator and a time frame for the mediation meeting. The parties and the
          mediator may adopt any procedural format they choose. The contents of all
          discussions during the mediation shall be confidential and non-discoverable
          in
          any subsequent litigation. If the parties can agree upon a mutually acceptable
          resolution to the disagreement, it shall be reduced to writing signed by
          the
          parties, and the dispute shall be deemed ended.

      

    

    


    If
      the
      dispute is not successfully mediated, or if either party refuses to mediate
      or
      to promptly name a mutually acceptable mediator, then any party who desires
      dispute resolution may institute legal proceedings.

    


    
      
        17.
          Consent
          to Jurisdiction.
          The
          Company and BPC hereby irrevocably submit in any suit, action or proceeding
          arising out of or relating to this Agreement to the exclusive jurisdiction
          and
          venue of the federal and state courts of the State of New York and irrevocably
          waive any and all objections to such courts exclusive jurisdiction and
          venue in
          any such suit, action or proceeding.

      

    

    


    
      
        18.
          Waiver
          of Jury Trail.
          The
          Company and BPC hereby waive any right they may have to a trial by jury
          in
          respect of any action, proceeding or litigation directly or indirectly
          arising
          out of, under, or in connection with this Agreement.

      

    

    


    
      
        19.
          Amendments;
          Waivers.
          No
          amendment or waiver or any provision of this Agreement shall be binding
          upon a
          party unless made in writing and signed by such party.

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      
        20.
          Further
          Documents.
          The
          parties will execute and deliver all such further documents and instruments
          and
          do all such further acts and things as may be required to carry out the
          full
          intent and meaning of this Agreement.

      

    

    


    
      
        21.
          Indemnification.
          BPC
          shall indemnify and hold harmless the Company, its directors and officers,
          and
          each person, if any, who controls the Company (within the meaning of the
          Section
          15 of the Securities Act or Section 20 of the Securities Exchange Act of
          1934,
          as amended) against all losses, claims, damages, liabilities and expenses
          (including reasonable attorneys’ and accountants’ fees, disbursements and
          expenses, as incurred) incurred by such party arising out of or based upon
          (i)
          any failure of BPC to perform the Services in accordance with applicable
          law, or
          (ii) any suite, claim, investigation, action or other proceeding brought
          by any
          governmental entity in connection with BPC’s performance under this
          Agreement.

      

    

    


    
      
        22.
          Counterparts.
          This
          Agreement may be executed in two or more partially fully executed counterparts,
          each of which shall be deemed an original, but all of which together shall
          constitute but one and the same instrument provided
          that
          neither party shall have any obligations hereunder until all parties have
          become
          signatories hereto.

      

    

    


    Please
      confirm that the foregoing correctly sets forth our agreement by initialing
      each
      page, signing the signature page, and returning to us via facsimile a copy
      of this Agreement.

     

    
      	 	 	 
	 	BARRETTO
              PACIFIC
              CORPORATION
	 
 	 
 	 
 
	
            	By:  	/s/ 
Landon
              Barretto, President
	 	
              

            
	 	Landon
              Barretto, President


       

      
        	 	 	 
	 	GURUNET
                COPORATION
	 
 	 
 	 
 
	
              	By:  	/s/ 
Robert
                Rosenschein
	 	
                

              
	 	Robert
                Rosenschein, Chairman, Chief Executive
                Officer