Exhibit 10.23

                              ENGAGEMENT AGREEMENT

March 7, 2000

Ms. Leslie Bernhard
President and CEO
AdStar.com, Inc.
4553 Glencoe Avenue, Suite 300
Marina del Rey, CA 90292

1.    This letter agreement will confirm the understanding between AdStar.com,
      Inc. and/or its affiliates and successors (the "Company" or "AdStar") and
      RCG Capital Markets Group, Inc. ("RCG') with respect to the matters set
      forth herein. RCG will provide consulting and other services, as more
      particularly described herein and in the attachment hereto entitled
      Financial Relations Services Attachment (the "Financial Relations
      Services"), to the Company and will represent the Company during the
      engagement as Financial Relations Consultants with respect to the
      Financial Relations Services, on the terms and conditions set forth herein
      and in the attachments hereto, all of which are incorporated herein by
      reference and form a part hereof. The period during which RCG will perform
      the Financial Relations Services for the Company will commence on the date
      set forth above (the "Commencement Date") and, unless otherwise terminated
      as provided in this paragraph or in paragraph nine of this letter
      agreement, will terminate on the date which is the first anniversary of
      the Commencement Date (the "Termination Date"). The period beginning on
      the Commencement Date and ending on the Termination Date is hereafter
      referred to as the "Engagement Term".

2.    During the Engagement Term, the Company agrees to furnish or cause to be
      furnished to RCG all information concerning the Company as RCG reasonably
      requests and deems appropriate for purposes of providing the Financial
      Relations Services. The Company represents that all information
      represented as being complete, with respect to the Company, provided to
      RCG will be complete and correct in all material respects and will not
      contain any untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements therein not
      misleading in light of the circumstances under which such statements are
      made. RCG understands that in order to facilitate communications, AdStar
      may provide information in draft form to RCG as to which no representation
      is made. AdStar understands that in rendering the Financial Relations
      Services required hereunder, RCG will be using and relying on publicly
      available information and the information furnished to RCG by AdStar
      without independent verification thereof. RCG will treat as confidential
      any non-public information (including information provided in draft form)
      provided to it hereunder and will not disclose the same to third parties
      at any time unless required by applicable law. In the event disclosure has
      been or will be made by RCG, RCG will use its best efforts to cooperate as
      reasonably requested by the Company in minimizing any potential loss or
      injury to the Company as a consequence of any such necessary disclosure.
      In addition, RCG will comply with all applicable state and Federal
      securities laws in the performance of this agreement.

3.    During the Engagement Term, RCG and its employees, consultants and
      contractors will be available to AdStar in connection with its rendering
      of the Financial Relations Services. Specifically, RCG (a) will outline,
      develop and implement a financial relations program to assist the Company
      in creating and/or enhancing a positive and more visible public image with
      the professional investment community (b) may contact existing and future
      shareholders, broker/dealers, potential investors, registered
      representatives, institutions, mutual fund managers, investment banking
      sources, securities analysts, independent portfolio managers, and other
      professional investment community contacts for the purpose of enhancing
      the Company's public image and perceived value, (c) will assist the
      Company in the creation, production and distribution of certain financial
      markets and investor/shareholder corporate image materials, including
      corporate profiles, due diligence materials and investor packages; (d)
      assist the Company in its endeavor to secure research analyst coverage
      through a targeted securities professionals campaign and (e) otherwise
      perform the services described in the Financial Relations Services
      Attachment.


<PAGE>

4.    During the Engagement Term, the Company will afford RCG an opportunity to
      review and/or comment on any disclosure, prior to its release, which the
      Company plans to make to any of the sources described in paragraph (3) and
      which relates to the Financial Relations Services to be provided
      hereunder. In addition, at the request of the Company, RCG will be
      responsible for assisting AdStar in writing and/or editing, producing,
      coordinating and disseminating all financial industry press releases. RCG
      agrees that it will not release or distribute any press release without
      the Company's prior consent.

5.    In consideration of RCG's services hereunder, the Company agrees to pay
      RCG, promptly when due, the Compensation as described by and in strict
      accordance with the attachment hereto entitled Financial Relations
      Compensation Attachment. Should RCG and the Company determine to extend
      the Engagement Term or change the scope of the engagement, then a mutually
      acceptable amendment or supplement to that attachment shall be promptly
      executed by RCG and Company. Absent any such amendment, all terms and
      conditions of this letter agreement shall be binding to the parties.
      NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, ADSTAR SHALL
      NOT BE OBLIGATED TO PAY ANY OF THE COMPENSATION TO RCG AFTER THIS LETTER
      AGREEMENT HAS BEEN TERMINATED EXCEPT THAT ADSTAR SHALL ISSUE ANY OPTIONS
      THAT HAVE VESTED PRIOR TO SUCH TERMINATION PURSUANT TO THE TERMS HEREOF
      AND RCG'S REGISTRATION RIGHTS WITH RESPECT TO ANY OPTION SHARES UNDERLYING
      VESTED OPTIONS SHALL BE UNAFFECTED BY SUCH TERMINATION.

6.    RCG shall be entitled to such additional fees as may be mutually agreed
      upon by separate agreement between the parties hereto, for additional
      consulting services not anticipated in this letter agreement rendered
      during the Engagement Term.

7.    As more particularly set forth in the Financial Relations Compensation
      Attachment, the Company agrees to pay all of RCG's out-of-pocket expenses
      reasonably incurred in connection with the performance of the Financial
      Relations Services. As set forth in the Financial Relations Compensation
      Attachment, an expense escrow deposit shall be utilized for this purpose.

8.    The Company and RCG agree to indemnify each other (the indemnifying party
      hereafter being referred to as the "Indemnity", and the party entitled to
      indemnification hereafter being referred to as the "Indemnity") as
      follows: Indemnity agrees to defend, indemnify and hold harmless
      Indemnity, and its officers, directors, and employees against any and all
      losses, claims, demands, suits, actions, judgments, awards, damages,
      liabilities, costs, reasonable attorneys' fees, and expenses incurred in
      investigating, preparing or defending any such action or claim, directly
      or indirectly caused by, related to, or asserted by a third party, based
      upon or arising out of (a) the Indemnity's breach of or the incorrectness
      of any of its representations, warranties, agreements or covenants
      contained in this letter agreement; and/or (b) any of the Financial
      Relations Services rendered by RCG. Notwithstanding the foregoing, the
      lndemnitor shall have no obligation to indemnify or hold the Indemnitee
      harmless with regard to Indemnitee's negligence, willful misconduct, or
      the material breach of or the incorrectness of any representation,
      warranty or covenant of lndemnitee contained in this letter agreement.

9.    (a) Either party hereto may terminate this letter agreement at any time
      after June 30, 2000 upon thirty (30) days prior written notice to the
      other party.

      (b) A party to this letter agreement may terminate this letter agreement
      prior to June 30, 2000 Date, if the other party to this letter agreement
      commits a "Terminable Act". A Terminable Act shall mean: (i) a material
      breach of any term or provision of this letter agreement by such other
      party and such breach remains unremedied for a period of thirty (30) days
      following the receipt of notice from the nonbreaching party setting forth
      in reasonable detail the circumstances of such breach ;provided however,
      if such breach cannot be remedied, termination shall be immediate; (ii)
      the negligence, willful misconduct, fraud or misrepresentation of such
      other party; (iii) the failure of such other party to materially comply
      with any applicable law or regulation relating to the Financial Relations
      Services being provided; (iv) if such other party shall plead guilty or
      nolo contendere to any violation of the securities laws of the United
      States or any state; and (v) upon the filing by or against such other
      party of a petition to have such party adjudged as bankrupt or a petition
      for reorganization or arrangement under any law relating to bankruptcy,
      and where any such involuntary petition is not dismissed within 90 days.


                                        2
<PAGE>

      (c) Upon termination under subparagraphs (a) or (b) of this paragraph 9,
      the Company shall have no liability to RCG for Compensation accruing after
      such termination, and RCG shall have no further entitlement thereto. Upon
      such termination, RCG shall be entitled to receive and retain only accrued
      Compensation and vested Options to the date of such termination, to the
      extent it is unpaid, together with expenses not yet reimbursed.

      (d) If this letter agreement is not terminated by either party prior to
      the Termination Date, it shall renew automatically on a month to month
      basis until specifically renewed in writing or terminated upon thirty (30)
      days prior written notice. Such renewal on month to month basis shall be
      on the same terms and conditions contained herein.

10.   RCG hereby fully discloses that certain associates, affiliates, officers
      and employees of RCG are:

            (a)   Licensed as Registered Securities Principals issued by the
                  National Association of Securities Dealers ('^NASD"); and/or

            (b)   Licensed as Registered Representatives issued by the NASD.

            All NASD registrations are carried by SWS Financial Services, Inc.,
            which is a non-RCG affiliated NASD-registered broker/dealer.

            RCG represents and warrants that RCG is NOT a broker/dealer
            registered with the NASD or any other regulatory agency and its
            performance of Financial Relations Services under the terms and
            conditions of this agreement shall not be considered to be acting in
            any broker/dealer or underwriting capacity and therefore RCG is not
            receiving any compensation from the Company as such.

11.   The Company understands and acknowledges that RCG provides other and
      similar consulting services to companies which may or may not conduct
      business and activities similar to those of the Company. RCG is not
      required to devote its full time and attention to the performance of its
      duties detailed in this agreement, and may devote only so much of its time
      and attention as is reasonable or necessary. RCG represents and warrants
      that it does not currently represent nor does it perform services to or
      for any individual, partnership, limited liability company, sole
      proprietorship, corporation or any other entity engaged in the business of
      developing, licensing, selling, marketing or distributing internet and
      software applications to or for the classified advertising industry. RCG
      further covenants and agrees that throughout the Engagement Term and any
      extension thereof it will not represent or provide services to or for any
      individual, partnership, limited liability company, sole proprietorship,
      corporation or any other entity engaged in the business of developing,
      licensing, selling, marketing or distributing internet or software
      applications to or for the classified advertising industry.

12.   The terms of this letter agreement shall be governed by and interpreted in
      accordance with the laws of the State of California.

13.   For the convenience of the parties, this letter agreement may be executed
      in separate counterparts. Each such counterpart shall be deemed to be an
      original instrument, but both such counterparts taken together shall
      constitute one and the same letter agreement.

If the foregoing correctly sets forth our agreement, please sign the enclosed
copy of the letter in the space provided and return it to us, whereupon both
parties will be bound by the terms of this engagement.

Confirmed and agreed to as of the date first above written.

RCG Capital Markets Group, Inc.              AdStar.com, Inc.


By: _______________________________          By: _______________________________
Title: ____________________________          Title: ____________________________


                                       3
<PAGE>

                               FINANCIAL RELATIONS
                               SERVICES ATTACHMENT

At the Commencement Date of this letter agreement as defined in Paragraph I of
the letter agreement to which this Attachment is appended, RCG Capital Markets
Group, Inc. CRCG") will serve as Financial Relations Consultant for AdStar.com
("AdStar" or the "Company"). RCG anticipates the following services will be
attempted and/or implemented within the scope of this engagement:

      o     Outline, define, establish and implement a well-coordinated
            "Financial Relations" campaign.

      o     Create, produce, or enhance existing, and distribute high-quality,
            due diligence and marketing materials, which specifically include,
            but are not limited to a "Corporate Profile" document and the
            Company's "Investor Package".

      o     Specifically develop, proactively execute and maintain a targeted
            securities professionals telecommunications and information campaign
            specifically directed toward retail brokers, institutional
            investors, third-party portfolio managers and small/mid-cap mutual
            funds, buy and sell side analysts. At the Company's request, RCG
            will allocate and utilize its proprietary securities industry,
            small/mid cap company oriented, databases and fax-line
            communications programs. (This will include responding to all
            incoming investment community inquiries and fulfillment of
            information and data requests.)

      o     RCG will attempt to secure investment recommendations and on-going
            corporate research coverage from national or regional investment
            banking or research firms and/or an endorsement by an investment
            news letter publication.

      o     Plan, arrange and coordinate specific follow-on road-show
            presentations to strategically targeted primary metropolitan
            financial markets.

      o     At the Company's request, RCG will be responsible for the
            origination and release of financial industry data on behalf of
            AdStar. Also at the Company's request, RCG will be responsible for
            editing (or writing) all press releases and coordinating information
            disseminated to all media sources relating to the securities
            industry and capital markets.

      o     At the Company's request, RCG will organize, monitor and follow-up
            all conference calls between the Company and RCG's targeted segment
            of the investment community, in conjunction with material press
            releases, through a teleconferencing service. (RCG will be
            responsible for faxing and/or emailing the invitations and will
            follow up with calls to the recipients in an effort to expand the
            conference call participation.)

      o     Plan, arrange and coordinate periodic registered representative,
            institutional and/or other securities professionals meetings,
            luncheons, dinners or special gatherings.

      o     Implement periodic direct mailings which may include the most recent
            statistical information reports, and any appropriate articles or
            press releases that have been released during the last reported
            quarter.

      o     Update all due diligence and marketing materials. RCG anticipates
            updating Company information on a regular basis as required when
            there are material changes or events that should be disseminated to
            the investment community.

      o     Implement an AdStar lnternet Site on RCG's Internet Home Page, RCG
            Online (the "AdStar Page"). RCG Online will also create an Internet
            link to the Company's home page. The purpose of these inclusions
            will be to provide the investment community a 24-hour access site to
            obtain up-to-date information about the Company.


                                       4
<PAGE>

RCG intends to perform the services and accomplish the specified goals within
the scope of this engagement. However, due to the nature and type of services
being performed, RCG cannot guarantee, nor can it be assumed that certain
specific results will be realized with reference to increased market valuation
of AdStar securities.


                                       5
<PAGE>

                               FINANCIAL RELATIONS
                             COMPENSATION ATTACHMENT

In consideration of the Financial Relations Services to be rendered pursuant
hereto, AdStar agrees to pay RCG the following compensation (the
"Compensation"):

A.    Cash Compensation. AdStar shall pay RCG (1) the sum of $350 per month for
      the RCG Online service beginning with the month the AdStar Page is
      available online, and (2) a monthly retainer of $6,000 for each month
      beginning July 1, 2000 of the Engagement Term, payable monthly in advance
      of services rendered: provided, however, AdStar may continue to pay, at
      its option, the Equity Compensation specified in paragraph C hereof in
      lieu of the Cash Compensation specified in this paragraph A.t.

B.    Expense reimbursement In addition, RCG shall be reimbursed for all direct
      and certain indirect prorated out-of-pocket incurred in connection with
      the performance of the Financial Relations Services pursuant hereto.
      AdStar, will remit $5,000 to RCG, which RCG will utilize as an escrow
      deposit for the express purpose of indemnifying RCG in the event of late
      payment of monthly expenses by the Company. RCG will provide the Company
      with a detailed breakdown of all reimbursable expenses incurred in the
      previous month by approximately the twentieth (20th) day of the following
      month of service. AdStar agrees to reimburse RCG within 15 days of receipt
      of detailed invoice each month. If AdStar is delinquent in timely
      reimbursement of expenses as defined above, RCG will have the fight to
      withdraw from the escrow account the applicable dollar amount to fully
      reimburse RCG. If reimbursement is not received by RCG by the 25th day
      after the date of the invoice, AdStar will then be immediately required to
      remit to RCG an amount equal to the expenses in question. RCG will then
      replenish the escrow account for the amount withdrawn to cover the
      delinquency. RCG can at its discretion discontinue all representation
      activities on behalf AdStar, if RCG deems AdStar to be routinely
      delinquent in the timely payment of expenses and/or the monthly fees as
      stated above. Such discontinuance does not extinguish the Company's
      obligation for reimbursement and payment of retainer fees.

      RCG will obtain prior approval from the Company for all specific expense
      items and any single miscellaneous expense item in excess of $500. RCG
      acknowledges and understands that the Company will have specific amounts
      budgeted for these expenditures and will attempt to ensure those budget
      amounts are not exceeded.

C.    Equity Compensation. On the Commencement Date, the Company shall pay RCG
      an engagement fee of 1,200 shares of its unregistered common stock. For
      the period commencing on the Commencement Date and terminating on the date
      when the monthly retainer specified in paragraph A hereof is paid in cash,
      AdStar shall pay RCG a monthly fee of 700 shares of its unregistered
      common stock. Payments of the monthly fees shall be due at the beginning
      of each month; provided, however the first four payments (2,800 shares)
      shall be paid on the Commencement Date.

D.    Stock Options. As additional compensation for Financial Relations
      Services, RCG requests non-forfeitable granted options/warrants to
      purchase 25,000 shares of AdStar common stock (the "Signing Options"). The
      Signing Options shall be granted as consideration for RCG agreeing to take
      compensation in equity rather than cash for the initial period of this
      engagement and shall be immediately vested upon execution of this
      agreement. Additional options/warrants to purchase 15,OO0 shares of AdStar
      common stock (the "Additional Options") are also granted. The Additional
      Options will vest and become exercisable at the expiration of five years
      from the date of grant provided that RCG is still providing services to
      the Company on that date and provided further that such options shall vest
      and become earlier exercisable on a performance basis as outlined below:

            3,750 shall become exercisable upon confirmation of an average 5%
                        increase per calendar month in the average daily trading
                        volume of AdStar for any period of 90 calendar days;
                        provided, however, in no event shall any Additional
                        Options vest if the average daily trading volume in
                        AdStar common stock is less than 5,000 shares. (The
                        baseline average


                                       6
<PAGE>

                        shall be determined as the average daily trading volume
                        calculated for the 20 trading days prior to the
                        Commencement Date.)

            3,750 shall become exercisable upon confirmation of corporate
                        research coverage from a buy- or sell-side analyst at a
                        reputable national or regional investment banking firm
                        having institutional clients and at least 50 retail
                        brokers.

            3,750 shall become exercisable upon securing confirmation of two (2)
                        new institutional investors or third-party portfolio
                        managers positioning at least 2% of the Company's issued
                        and outstanding stock. (Vesting to be prorated at 1,875
                        Additional Options for each investor secured.)

            3,750 shall become exercisable upon confirmation of four (4) new
                        non-wholesale market makers. (Vesting to be prorated at
                        937.5 Additional Options for each new market maker
                        secured.)

                  The Company agrees to issue an options/warrants document
                  within thirty (30) days of the Commencement Date which
                  conforms to and delineates the terms and conditions contained
                  herein.

The exercise price for the Signing Options and the Additional Options
(collectively, the "Options" shall be $10.00.

The Options issued will possess a five (5) year expiration term and the shares
of AdStar common stock underlying the Options together with any shares issued
pursuant to paragraph C hereof (the "Option Shares") will be eligible for
registration on and after January 31,2001. Such registration shall be
accomplished by one demand registration rights via a form S-3 registration
statement or by non-profitable piggyback registration rights should the Company
file a registration after the one year period. In the event that RCG provides a
written request to register the Option Shares, as provided herein, the Company
hereby agrees that it will use its reasonable best efforts to file such
registration statement within 45 days of such request. The Company's obligation
to file a registration statement, or cause such registration statement to become
and remain effective, shall be suspended for a period not to exceed 120 days in
any 12-month period if there exists at the time material non-public information
relating to the Company which, in the reasonable opinion of the Company, based
on the advice of counsel, should not be disclosed. RCG agrees to pay 50% of the
cost of such S-3 registration up to an amount not to exceed $12,500. Such
payment by RCG is due upon the effective date of the registration statement.
RCG's demand registration right shall terminate at such time as the Option
Shares shall be salable under Rule 144 during a period of not more than 90 days.

Notwithstanding anything contained herein, the Company shall not be required to
include any Options or Option Shares in any Registration Statement filed on Form
S-8 or Form S-4 or their equivalents relating to an offering of securities by
the Company to be issued in connection with any acquisition of any entity or
business or otherwise Isabel in connection with any stock option or employee
benefit plan.

In the event that AdStar is merged into or a controlling interest is acquired by
any entity, or there is a material change in AdStar management, RCG will be
immediately vested in all remaining options, including those, which to that
point have not yet been vested.

NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ADSTAR SHALL NOT BE OBLIGATED TO PAY
ANY OF THE FOREGOING COMPENSATION TO RCG AFTER THIS LETTER AGREEMENT HAS BEEN
TERMINATED EXCEPT THAT ADSTAR SHALL ISSUE ANY OPTIONS THAT HAVE VESTED PRIOR TO
SUCH TERMINATION PURSUANT TO THE TERMS HEREOF AND RCG'S REGISTRATION RIGHTS WITH
RESPECT TO ANY OPTION SHARES UNDERLYING VESTED OPTIONS SHALL BE UNAFFECTED BY
SUCH TERMINATION.


                                       7