EXHIBIT 10.7



                                   DJ LIMITED
       ------------------------------------------------------------------
              INTERNATIONAL MONEY MANAGEMENT AND CORPORATE FINANCE



March 15, 2000


Philip Garratt
Shopping Sherlock, Inc.
Two Union Square
601 Union Street
Suite 4200
Seattle, Washington
USA 98101

Via Fax: 604-687-7661


Dear Philip:

We are writing this letter to confirm our understanding  that DJ Limited ("DJL")
is the placement agent in the proposed funding for Shopping Sherlock, Inc., (the
"Company")  in  connection  with  the  sale  of the  Company's  Securities  in a
transaction  pursuant to  Regulation  D ("Reg D")  promulgated  under the United
States  Securities  Act of  1933,  as  amended  (the  "Securities  Act").  It is
currently intended that the Company will sell up to and including US $58,000,000
(Fifty Eight Million  United States  Dollars) of the Company's  Securities  (the
"Securities") as outlined on the 2 Offering  Memorandums.  It is understood that
DJL will act as the agent for the offering on a "best efforts" basis.

The Company agrees to issue to DJL, upon the signing of this  agreement,  50,000
warrants, exercisable at $14.50 (Fourteen United States Dollars and Fifty cents)
for a period of five years.  In  addition,  the Company  will pay or cause to be
paid to DJL a success cash fee equal to seven percent (7%) of the gross proceeds
invested. The Company will also issue to DJL 5000 broker warrants per $1,000,000
raised,  exercisable at $11.00 for a period of five years from the Closing Date.
Any raised  amounts under  $1,000,000  lots will be pro-rated.  It is understood
that all fees  discussed  herein,  also  cover  the fee  allocation  to  Control
Capital, Inc., and Chase Equity.

Further, upon the successful completion of the proposed transaction that results
in a minimum  gross  proceeds of  US$30,000,000  (Thirty  Million  United States
Dollars)  solely from DJL's  capital  raising  efforts  (which  include  Control
Capital and Chase Equity),  the Company agrees that DJL will receive first right
of refusal on any  financing  under Reg D or Regulation S ("Reg S") for a period
of one (1) year from the final conversion date restriction  contemplated in this
transaction.  DJL will have ten business days to match the terms and commitments
from any other  source and will not demand  any  consideration  for the right of
first refusal being waived or surrendered.



------                                                                    ------
SSLK                                                                        DJL


                                   DJ LIMITED
         Gibbons Building, 10 Queen Street, Suite 303, P.O. Box HM 1154,
                            Hamilton, HM EX, Bermuda
                       Tel: 441-296-6001 Fax: 441-296-6007

<PAGE>

For a period of three (3) years from the effective date of this  agreement,  the
Company  agrees  that any  parties  introduced  to the Company by DJL or any DJL
affiliate are deemed to be clients of DJL and therefore agrees not to solicit or
contact  directly or  indirectly  DJL's clients  without  DJL's written  consent
regardless of whether or not this financing is completed.

DJL may find qualified buyers for the Company's Securities and work closely with
the Company to  coordinate  the Company's  placement  activities.  However,  the
funding is subject to the completion of additional  due  diligence,  no material
changes in the Company's business or prospects and the negotiation and execution
of definitive investment  documentation  acceptable to a qualified purchaser and
its legal counsel. The purchase of the Securities will be affected pursuant to a
subscription agreement and ancillary documents that are satisfactory in form and
substance to the qualified purchaser(s).

If the Company for any reason within its control  determines not to proceed with
any financial  transaction  contemplated  by this  Engagement  Letter after such
transaction  has been  accepted  by the  Company or shall  fail to  deliver  the
Securities  pursuant to subscription  agreements from purchasers located by DJL,
the Company shall (I) hold DJL harmless against any loss or damage arising from,
or as a result of,  such  failure by the  Company,  and (II) pay to DJL a fee to
which DJL would be entitled in connection with the subscription  agreement(s) as
if the purchase of Securities  thereunder had been consummated.  In addition, if
the transactions  contemplated hereby do not take place prior to the termination
date of this letter agreement,  DJL shall be entitled to receive the same fee on
any other  registered  or  unregistered  financing in the form of Reg D or Reg S
financing arranged within three (3) months of the date hereof, provided however,
that such fee will only  extend to  securities  sold to  purchasers  located  or
identified by DJL prior to such  termination.  The Company reserves the right to
withdraw from any  transaction  as  contemplated  herein if the Company  becomes
aware of any  information  relating to a purchaser of its securities that it may
deem to be detrimental to its interests and reputation.

Except to the extent  authorized  by the  Company or  required  by law,  rule or
regulation  or any decision or order of any court of competent  jurisdiction  or
regulatory authority, DJL agrees that it shall not disclose to any person, other
than to  persons  who need to know the  information  in  connection  with  DJL's
engagement  hereunder  (subject  to the  last  sentence  of this  section),  any
confidential  information which has not become public about the Company received
by DJL from  the  Company  or its  agents,  attorneys  or  accountants  with the
services  rendered  hereunder.  DJL shall  notify  the  Company  of any order or
directive  to DJL to  disclose  any  such  confidential  information  and  shall
cooperate with the Company (at the Company's sole cost and expense) in resisting
such  order  or  directive,  if  appropriate,  in  limiting  the  scope  of  the
information  to be disclosed,  and in  maintaining  the  confidentiality  of any
information that is disclosed.  Without the consent of the Company DJL shall not
disclose any confidential  information to any employee or agent of DJL except in
connection  with  rendering  advice to the Company and shall use all  reasonable
efforts to ensure that proprietary financial techniques developed by the Company
and any of its other financial advisors remain confidential.


------                                                                    ------
SSLK                                                                        DJL



                                   DJ LIMITED                                 2
         Gibbons Building, 10 Queen Street, Suite 303, P.O. Box HM 1154,
                            Hamilton, HM EX, Bermuda
                       Tel: 441-296-6001 Fax: 441-296-6007

<PAGE>

The Company and DJL agree to indemnify,  defend and hold harmless each other and
their  respective   affiliates  and   representatives,   and  all  shareholders,
directors,   officers   and   employees   of  the  Company  and  DJL  and  their
representative  affiliates and  representatives and their respective assigns and
heirs,  as the case may be,  against any  claims,  actions  (wherever  located),
damages, losses,  liabilities or costs, including,  without limitation,  defense
cost, court costs and attorney's fees and expenses  incurred in investigation or
defense  thereof,  arising  from or based  upon any  untrue  statements  of,  or
omission to state, any material fact by the Company or DJL, as applicable.  This
indemnity shall survive termination of the Agreement.  The Company and DJL shall
not be responsible  for any claims,  actions,  damages,  losses,  liabilities or
costs resulting primarily from the other's bad faith or willful misconduct. This
indemnity shall survive the termination of this letter pursuant to the following
sentence.

This letter agreement shall terminate on the 16th day of June, 2000.

This letter shall be governed by and  construed in  accordance  with the laws of
Bermuda.

We look forward to working with you on this assignment.

Sincerely yours,




Nir Sadeh

If the foregoing terms are acceptable, please indicate by signing below.

Shopping Sherlock                              DJ Limited


---------------------------                    --------------------------------
Philip Garratt                                 Nir Sadeh
CEO / President                                Vice President

---------------------------                    --------------------------------
Date                                           Date





                                   DJ LIMITED                                 2
         Gibbons Building, 10 Queen Street, Suite 303, P.O. Box HM 1154,
                            Hamilton, HM EX, Bermuda
                       Tel: 441-296-6001 Fax: 441-296-6007