EXHIBIT 10.6


                                 [BBLP GRAPHIC]



                        Beiten Burkhardt Mittl & Wegener
                                  Rechtsanwalte













                                Letter of Intent


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                        Beiten Burkhardt Mittl & Wegener


                                Letter of Intent

                                     between

Markus Gildner,

business address:   Andernacher Strasse 53, 90411,  Nuremberg,  Federal Republic
                    of Germany,


(hereinafter referred to as the "Seller")


                                       and


Shopping Sherlock Inc.

Two Union  Square,  601 Union Street,  Suite 4200,  Seattle,  Washington  98101,
United States of America,


(hereinafter referred to as the "Buyer").


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                        Beiten Burkhardt Mittl & Wegener


                                       A.

                                    Recitals
                                    --------


WHEREAS  the Buyer  intends  to  purchase  from the Seller all of his issued and
outstanding equity securities of It-softdialog AG i.G.  (hereinafter referred to
as the "Company");

AND  WHEREAS  the  Seller  intends  to sell to the Buyer all of his  issued  and
outstanding equity securities of the Company,

NOW THEREFORE, the contracting parties agree as follows:


                                       B.

                               General Principles
                               ------------------

It is understood between the contracting  parties that they intend to base their
contract negotiations on the following principles:

1.   Sale of Stock and Consideration

     1.   The Seller intends to sell to the Buyer his 20% interest in the issued
          and outstanding equity securities of the Company (the "Shares") and to
          transfer the Shares to the Buyer.

     2.   The Buyer intends to give the following consideration for the transfer
          of said Shares:

          -    Transfer of 2,000,000 shares of common stock of the Buyer, having
               a par value of $ 0.001 per share (the "Consideration Shares").


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                        Beiten Burkhardt Mittl & Wegener





     3.   The  2,000,000  Consideration  Shares  shall  be  transferred  in  the
          following manner:

          -    At  the  Closing  Date,   the   Consideration   Shares  shall  be
               transferred  to a trustee to be appointed by mutual  agreement of
               the contracting parties.

          -    On the basis of a trust  agreement  to be  concluded  between the
               contracting parties, the trustee shall only release the 2,000,000
               Consideration  Shares when certain conditions have been fulfilled
               and  will  be  finalized   in   definitive   documentation.   The
               particulars  shall  be  regulated  in the  trust  agreement.  The
               contracting parties,  however, may include in the trust agreement
               that the  release of the  Consideration  Shares be subject to the
               following requirements:

               +    250,000 of the Consideration  Shares shall be transferred to
                    the Seller as of the Closing Date, as defined below; and

               +    750,000 of the Consideration Shares shall be transferred one
                    year after the Closing Date, provided Seller is continuously
                    employed by the Company in his present  function during that
                    period (excluding termination by the Company without cause);
                    and

               +    the  remaining  1,000,000   Consideration  Shares  shall  be
                    transferred  two years  after  the  Closing  Date,  provided
                    Seller  is  continuously  employed  by  the  Company  in his
                    present function during that period  (excluding  termination
                    by the Company without cause).

          The trustee  shall  completely  or  partially  refuse to transfer  the
          stocks if one of the  conditions  stipulated  in the  trust  agreement
          should not have been fulfilled.  Any further legal  consequences shall
          be regulated by the trust agreement.


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                        Beiten Burkhardt Mittl & Wegener


     4.   The contracting  parties will specify further particulars and details,
          especially  with  regard  to  the  transfer  of  the  Shares  and  the
          Consideration  Shares,  taking into consideration the mutual interests
          of  the   parties   (including,   but  not   limited  to   tax-related
          considerations).

     5.   The  contracting  parties  shall enter into  definitive  documentation
          evidencing the terms of the Letter of Intent with a closing date of no
          later than  April 14,  2000,  or such  other  date as may be  mutually
          agreed  upon by the  contracting  parties  in  writing  (the  "Closing
          Date").

     6.   In the event that definitive documentation is executed by the parties,
          it is understood by the parties that, at Buyer's request, the Managing
          Board  of the  Company  shall  include  representatives  of the  Buyer
          equaling no less than 50% of the Managing  Board (if an even number of
          members of the Managing  Board is authorized) or a majority (if an odd
          number of members of the Managing Board is  authorized).  The Managing
          Board  will be  comprised  of at least  four  members at the time that
          definitive  documentation  is entered into.  The  contracting  parties
          intend that the following  persons will be the initial  Members of the
          Managing Board:

                       Philip Garrat
                       Mitchell Eggers (TBD)
                       Bernd Tiessen
                       Markus Gildner

     7.   Upon the Closing  Date,  the Buyer shall have  obtained an increase in
          its capital  stock of U.S. $8.5  million.  This capital  increase will
          have been completed at the Closing Date.

     8.   The  Buyer  further  intends  to  increase  its  capital  stock  by an
          additional U.S. $5 million within 180 days after the Closing Date.


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                        Beiten Burkhardt Mittl & Wegener



II.  Representations and Warranties

1.   Standard Representations and Warranties.

     The contracting  parties will make standard  representations and warranties
     to be set forth in definitive documentation.

2.   Covenants of the Parties.

     The contracting  parties will provide standard covenants to be set forth in
     definitive  documents.  From  the  date of this  Letter  of  Intent  to the
     execution  of  definitive  documentation,   each  contracting  party  shall
     communicate  to the other any  proposed  material  transactions,  and shall
     refrain  from taking any action which shall be  materially  adverse to such
     contracting party.

3.   Access to Records

     Between the date of this Letter of Intent and the Closing Date,  the Seller
     will  afford any  representative  of the Buyer free and full  access to all
     premises,  properties, books, accounts, and other records of the Company in
     order to provide  the  Buyer's  representatives  full  opportunity  to make
     whatever  investigations  of the Company as Buyer may  desire.  If any such
     investigation  or inquiry gives the Buyer reason to believe that the Seller
     may have breached any term or condition of this Letter of Intent, the Buyer
     will  advise  the Seller so in writing  and this  Letter of Intent  will be
     terminated at the option of the Buyer.

III. General Provisions

     1.   The  contracting  parties  shall act in good  faith and  effort in its
          negotiations  of this Letter of Intent and the execution of definitive
          documentation.  In addition,  the  contracting  parties  shall jointly
          prepare a non-binding time schedule for completion of the terms of the
          stock transfer

     2.   In the course of the parties'  discussions,  the  contracting  parties
          will receive confidential documents and information that are necessary
          or appropriate for the ne


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                        Beiten Burkhardt Mittl & Wegener


          gotiation  of  the  stock   transfer.   Confidential   documents   and
          information  within  this  meaning  include  such  data  that are only
          accessible to a limited  circle of persons and that,  according to the
          apparent  will of the party  concerned,  shall not be disclosed to the
          public.

          The contracting  parties agree that these  confidential  documents and
          information  are to be  treated  confidentially  and  must not be made
          available or accessible,  whether  completely or in part, to any third
          party.  No  party  will  make  use of the  documents  and  information
          received from the respective other contracting  party,  except for the
          purpose of negotiations and the execution of definitive documentation.

     3.   In case the  contracting  parties should fail to enter into definitive
          documentation, they will:

          -    harmonize all statements to be made; and
          -    immediately  return  all  confidential  documents  and other data
               received from the respective other  contracting party and destroy
               any other documents, copies and other duplicated items, etc.

     4.   Each contracting party shall bear its own expenses,  including but not
          limited to the costs of any outside consultants.

     5.   This Letter of Intent is subject to the laws of the  Federal  Republic
          of Germany.  The contracting parties agree that any disputes resulting
          from this Letter of Intent shall be subject to the jurisdiction of the
          Federal Republic of Germany.

     6.   This Letter of Intent  represents  the  material  terms of the present
          state of the contract negotiations between the contracting parties. It
          is  understood by the parties that only the  regulations  under Item B
          III.  ("General  Provisions")  of this  Letter of Intent  shall have a
          binding  effect.  In case the  negotiations  should fail, for whatever
          reason, any claims for performance and/or damages that the contracting
          parties  may have,  in  particular  as to this  Letter of Intent  have
          (except as to "General Provisions"), shall be excluded.


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                        Beiten Burkhardt Mittl & Wegener


                                       C.

                                  Due Diligence
                                  -------------

The parties agree that each shall take all measures to obtain an accurate report
of its earning position and any economic and/or legal risks.  Prior to the stock
transfer,  the Buyer will perform a thorough  legal and tax audit of the Company
("Due  Diligence")  to  ensure no  material  liabilities  exist in the  business
operations of the Company and to determine all essential legal,  tax-related and
operating conditions that considerably  influence the Company's earning capacity
and therefore might endanger the economic success of the intended transaction.

Such Due  Diligence  shall be completed  prior to the  execution  of  definitive
documentation by the contracting parties.


SELLER:                                        BUYER:

Nuremberg, Federal Republic of Germany         Seattle, Washington, USA
Dated: "March 8, 2000"                         Dated: "March 8, 2000"



                                               SHOPPING SHERLOCK, INC.

"Markus Gildner"                               By: "Philip Garratt"
------------------------------                      ---------------------------
Markus Gildner

                                               Its: "President"
                                                    ---------------------------