EXHIBIT 10.5

                                 [BBLP GRAPHIC]



                        Beiten Burkhardt Mittl & Wegener
                                  Rechtsanwalte













                                Letter of Intent


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                        Beiten Burkhardt Mittl & Wegener



                                Letter of Intent



                                     between

Bernd Tiessen,

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


                                       and


Wolfgang Dertwinkel,

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

(hereinafter jointly referred to as the "Sellers")


                                       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 Sellers all of their issued and
outstanding equity securities of It-softdialog AG i.G.  (hereinafter referred to
as the "Company");

AND  WHEREAS  the  Sellers  intend to sell to the Buyer all of their  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  Sellers  intend  to  sell  to the  Buyer  80% of 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:

          -    Payment of a cash  amount of DM 16 million  to the  Sellers  (the
               "Cash Purchase Price").


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                        Beiten Burkhardt Mittl & Wegener





3.   The Cash  Purchase  Price  shall  become due and  payable to the Sellers as
     follows:

     a)   DM 8,8 million of the Cash Purchase  Price shall be transferred to the
          Sellers, pro rata, as of the Closing Date (as defined below).

     b)   DM 7,2 million of the Cash Purchase Price (the "Escrowed Funds") 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 Escrowed
               Funds when certain  conditions  have been  fulfilled  and will be
               finalized in the 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 Escrowed Funds be subject to the following requirements:

               +    DM 3,6 million of the Escrowed Funds shall be transferred on
                    a pro-rata basis to the Sellers on the first  anniversary of
                    the Closing Date, provided Mr. Bernd Tiessen is continuously
                    employed by the Company in his present  function during that
                    period (excluding  termination by the Company without cause,
                    with "cause" defined as the commitment of a felony); and

               +    the remaining DM 3,6 million of the Escrowed  Funds shall be
                    transferred on a pro-rata basis to the Sellers on the second
                    anniversary of the Closing Date,  provided Mr. Bernd Tiessen
                    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 Escrowed
     Funds if one of the conditions stipulated in the trust agreement should not
     have been ful


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                        Beiten Burkhardt Mittl & Wegener


     filled.  Any further  legal  consequences  shall be  regulated by the trust
     agreement.  The transfer of the Escrowed Funds shall also be dependent upon
     the continued accuracy of the representations,  warranties and covenants of
     the Sellers as set forth in definitive documentation.

4.   The  contracting  parties will  specify  further  particulars  and details,
     especially  with regard to the transfer of the Shares and the Cash Purchase
     Price,  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 Sellers
     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 Sellers
     may have breached any term or condition of this Letter of Intent, the Buyer
     will  advise the  Sellers 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 negotiation of the stock transfer. Confidential
          documents and information within this


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                        Beiten Burkhardt Mittl & Wegener



     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.

SELLERS:                                       BUYER:

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



                                               SHOPPING SHERLOCK, INC.

"Bernd Tiessen"                                By: "Philip Garratt"
------------------------------                      ---------------------------
Bernd Tiessen

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


"Wolfgang Dertwinkel"
------------------------------
Wolfgang Dertwinkel