<PAGE>

                                                 Crane
                                                 Consulting
                                                 Corporation



                                                                    Exhibit 10.1



January 5, 2002


Board of Directors
LifeF/X, Inc.
153 Needham Street Suite 150
Newton MA 02464


Gentlepersons:

This Engagement Letter outlines a Go to Market (GTM) project, which we have
embarked on over the past two weeks. Crane Consulting Corporation (CRANE) will
provide advisory services to Life F/X, Inc (LIFEFX) in accordance with the
following provisions.

UNDERSTANDING OF REQUIREMENTS

LIFEFX has developed an innovative and proprietary approach to enhance digital
communication via websites, email, messaging and other platforms by providing
Stand Ins - images of the human face which convey words, speech and expressions
in a very lifelike manner. LIFEFX is completing software that allows web site
designers and developers to quickly and efficiently incorporate this
differentiating feature into their applications, and to creatively control the
content and expressions. LifeFX has also developed a software based service
capability to convert photographs into the company's highly realistic Stand Ins.
These capabilities are scheduled for launch in January, 2002.

As LifeFX completes its development work, the company needs assistance in
accelerating its go to market activities. This includes a combination of
marketing, product management, sales, business development and supporting
process work, particularly during the first quarter of 2002. From a broad set
potential market segments and applications, this near term GTM effort will focus
on creative agencies and corporate groups which develop sophisticated web sites.
The Company intends to implement and validate a combination of marketing, sales,
and support processes that will efficiently generate new customer orders and
revenues. LifeFX has set a goal of closing 50 orders for the Controller software
which allows designers and developers to integrate Stand Ins and manage content
and expression, and 50 Stand-Ins as part of this launch.

In addition, LifeFX needs to convert what it learns from the initial wave of GTM
activities and results into the next stage of programs, projects and results to
efficiently scale and support aggressive growth plans. These will be articulated
in revisions to the company's business plan, marketing plan and follow-on
development plans.

APPROACH

     o  CRANE will provide LifeFX with interim executive services to achieve its
        GTM objectives by working as an integral part of the LifeFX leadership
        team. These services draw on our experience with a broad range of
        software and information services businesses. We will emphasize areas
        including product and service value propositions, pricing, sales
        process, marketing programs and distribution channel development.

     o  Dennis J. Crane will serve as Acting Chief Executive Officer of LifeFX.
        Mr. Crane shall report to the Board of Directors of LifeFX. He will
        devote such time to the consulting activities covered hereby as needed
        on a day-to-day basis. Mr. Crane shall not assign this agreement or
        subcontract any of the work, labor or services to be preformed by him as
        Acting Chief Executive Officer without prior written consent of the
        Board.


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9901 FRINGE TREE COURT   LOUISVILLE, KY 40241  502-394-9272  502-394-9431(FAX)

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LifeFX - p.2 of 3


     GO TO MARKET PLAN ASSESSMENT AND RECOMMENDATIONS

Crane will actively and critically review the current state of the LifeFX
business plan and go to market activities with a focus on refining and
capitalizing on work that has been completed. This will include discussion with
LifeFX staff and advisors, review of product and technology, market information,
and competitive environment. We will refine elements of the current plan and
activities, and work with the LifeFX leadership to define and set priorities on
high impact, near term programs that are essential to achieving successful
launch and market validation in the core developer market. This work has been
largely completed during December 2001. We will document this in a
straightforward GTM Plan, reviewed with LifeFX.

     IMPLEMENTATION SUPPORT

During the period January to March of 2002, Crane will provide implementation
support for the LifeFX Go to Market activities, as defined in the GTM Plan. We
expect that this will involve significant time on-site at LifeFX, and a high
level of interaction with LifeFX staff, prospective customers, service providers
in telemarketing and other partners. Crane can take lead responsibility for
selected activities in the Plan and active support and external perspective for
activities lead by others on the LifeFX team. In the course of this activity,
Crane also anticipates working with LifeFX to formulate the next stage of GTM
activities, including development of channel partnerships, refinements of the
sales model, pricing / position options, and sales training, based on the
initial market feedback.

We anticipate this engagement will involve 3 to 4 days per week during the first
three months of 2002. Additional support beyond that time can be determined
based on actual experience, progress and results.

DELIVERABLES

Crane deliverables for with this engagement will be the GTM Plan and materials -
marketing collateral, objection handling, and competitive positioning in both
draft and final form for delivery in electronic and print media. Crane will also
provide internal GTM planning and coordination materials and other activities,
which you determine, including communications with Safeguard Scientifics as
appropriate.

SCHEDULE AND MILESTONES

This Engagement began with initial dialog at Safeguard Scientific on the LifeFX
market opportunity and business plan in mid-December, 2001. The GTM review was
largely completed during December 2001, including on-site meetings at LifeFX and
follow-up research and communications with Safeguard Scientifics.

PROFESSIONAL FEES AND EXPENSES

Our professional fees for this engagement, based on the scope of work and
deliverables outlined above will be as follows:

     o  GTM Assessment and Plan - $25,000, payable upon acceptance of this
        Engagement Letter.

     o  Interim Executive Services - $3500 per day for the month of January,
        2002 and $2500 per day during the months of February and March of 2002.

We will also invoice for normal, reasonable travel or other out-of-pocket direct
expenses at cost. Invoices are payable 15 days after receipt.

INDEPENDENT CONTRACTOR

The relationship of Crane to LifeFX shall be that of an independent contractor
rendering professional services. Nothing contained herein shall be deemed to
create a relationship of employer and employee or principal and agent between
Crane and LifeFX. Crane shall not be entitled to participate in any of the
benefit, welfare, bonus or incentive plans maintained by LifeFX for its
employees. Crane shall be responsible or all tax payments and withholdings due
for its employees and subcontractors in accordance

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9901 FRINGE TREE COURT   LOUISVILLE, KY 40241  502-394-9272  502-394-9431(FAX)


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LifeFX - p.3 of 3

with federal, state, city and county and other local tax laws pursuant to the
laws of the United States and any foreign country where services may be rendered
by Crane.

TERMINATION

LifeFX may terminate Crane's services at any point in time without penalty on 7
days notice. In the event of such termination, LifeFX shall have no obligation
or liability hereunder except with respect to any payments owed to Crane prior
to the date of termination.

CONFIDENTIALITY

LIFEFX and CRANE will sign the attached Non-Disclosure Agreement.

APPROVAL AND AUTHORIZATION TO PROCEED

Please indicate your acceptance of this proposal by signing and faxing a copy to
the number below. It will be a pleasure to work with you and your team on this
important effort.



Sincerely yours,



Dennis J. Crane

Crane Consulting Corporation

Accepted:



LIFEF/X, INC                                                  Date:    1/5/02
--------------------------------------------


/S/ LESLIE SELBOVITZ
--------------------------------------------
Name


DIRECTOR
--------------------------------------------
Title


LIFEF/X, INC. BOARD OF DIRECTORS


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9901 FRINGE TREE COURT   LOUISVILLE, KY 40241  502-394-9272  502-394-9431(FAX)