Exhibit 10.1.2


                                         February 18, 2000


                                         thatlook.com, Inc.
                                         210 West Fourth Street, Suite 101
                                         East Stroudsburg, Pennsylvania 18301

Attn  Gerard A. Powell
      President and Director

Dear Mr. Powell:

This is to confirm our understanding that Sands Brothers & Co., Ltd. ("Sands
Brothers") has been engaged as the exclusive financial adviser and consultant
to thatlook.com, Inc., its successors, assigns, subsidiaries and affiliates
(collectively the "Company") with respect to corporate finance, merger and
acquisition and financial services matters, for a three year period commencing
with your acceptance of this agreement.

For purposes of this agreement, the term "Acquisition Transaction" means (i)
any merger, consolidation, reorganization or other business combination
pursuant to which the businesses of a third party are combined with that of
the Company, (ii) the acquisition, directly or indirectly, by the Company of
all or a substantial portion of the assets or common equity of a third party
by way of negotiated purchase or otherwise or (iii) the acquisition, directly
or indirectly, by a third party of all or a substantial portion of the assets
or common equity of the Company by way of negotiated purchase or otherwise. In
addition, for purposes of this agreement, the term "Financing Transaction"
means a public offering, private placement, institutional financing,
syndication or other sale of equity or debt securities of the Company or other
on-balance sheet or off-balance sheet corporate finance transaction of the
Company.

For purposes of this agreement, except as specifically excluded herein, the
term "Business Transactions" shall mean joint ventures, strategic alliances
and partnerships, licensing and royalty arrangements, value added customers
and clients and other similar business enhancing agreements ("Business
Transactions" and with Acquisition Transactions, "Transactions").

Revision Date 2/18/00


thatlook.com, Inc.
February 18, 2000
Page 2



A. Financial Advisory Services

The Company hereby retains Sands Brothers to perform consulting services
related to corporate finance and financial service matters. In this regard,
Sands Brothers shall devote such business, time and attention to matters on
which the Company shall request its services, as shall be determined by Sands
Brothers in its discretion. All services shall be rendered by Sands Brothers
in New York City unless otherwise determined by Sands Brothers. The fee for
such services shall be an initial payment of $12,000 and $12,000 per calendar
quarter in advance, commencing on March 1, 2000, in addition to any other,
compensation and reimbursement of expenses described here in. This fee shall
accrue from March 1, 2000 and be payable upon consummation of the $5,000,000
private placement contemplated herein. Anything contained herein to the
contrary notwithstanding, in Sands Brothers' sole discretion, such fee may be
paid in warrants and/or shares of capital of the Company upon such terms and
conditions as may be mutually agreed upon.

During the term of this agreement, Sands Brothers shall provide the Company
with such regular and customary financial advisory services as is reasonably
requested by the Company, provided that Sands Brothers shall not be required
to undertake duties not reasonably within the scope of the financial advisory
services in which it is generally engaged. In performance of its duties, Sands
Brothers shall provide the Company with the benefits of its best judgment and
efforts. It is understood and acknowledged by the parties that the value of
Sands Brothers' advice is not measurable in a quantitative manner, and Sands
Brothers shall be obligated to render advice, upon the request of the Company,
in good faith, as shall be determined by Sands Brothers, but shall not be
obligated to spend any specific amount of time in doing so. Sands Brothers'
duties may include, but will not necessarily be limited to:

(i)    advice regarding formation of corporate goals and their implementation;

(ii)   advice regarding the financial structure of the Company, its divisions
or
subsidiaries or any programs and projects undertaken by the Company;

(iii)  advice regarding the securing, when necessary and if possible, of
financing (other than with respect to a Financing Transaction);

(iv)   advice regarding corporate organization, personnel and selection of
needed specialty skills; and

(v)    review of possible joint venture, merger, acquisition or similar
proposals
for the  Company (other than with respect to an Acquisition Transaction).


Revision date: 2/18/00




thatlook.com, Inc.
February 18, 2000
Page 3

The Company acknowledges that Sands Brothers or its affiliates are in the
business of providing financial advisory services (of all types contemplated
by this agreement) to others. Nothing herein continued shall be construed to
limit or restrict Sands Brothers in conducting such business with respect to
others, or in rendering such advice to others.

The Company recognizes and confirms that Sands Brothers in acting pursuant to
this engagement will be using information in reports and other information
provided by others, including, without limitation, information provided by or
on behalf of the Company, and that Sands Brothers does not assume
responsibility, for and may rely, without independent verification, on the
accuracy and completeness of any such reports and information. The Company
hereby warrants that any information relating to the Company that is furnished
to Sands Brothers by or on behalf of the Company will be fair, accurate and
complete and will not contain any material omissions or misstatements of fact.
The Company agrees that any information or advice rendered by Sands Brothers
or its representatives in connection with this engagement is for the
confidential use of the Company's Board of Directors and its advisors only in
its evaluation of the matters for which Sands Brothers has been engaged and,
except as otherwise required by law, the Company will not and will not permit
any third party to disclose or otherwise refer to such advice or information
in any manner without Sands Brother's prior written consent.



B. Transactions

In connection with a proposed Acquisition Transaction, Sands Brothers'
financial advisory services may include the following: (i) assistance in the
evaluation of a third party from a financial point of view, (ii) assistance
and advice with respect to the form and structure of the Acquisition
Transaction and/or the financing thereof, (iii) conducting discussions and
negotiations regarding an Acquisition Transaction and (iv) providing other
related financial advice and assistance as the Company may reasonably request
in connection with an Acquisition Transaction.

In connection with a proposed Business Transaction, Sands Brothers' services
may include the following: (i) assistance in the location of a third party to
enter into a Business Transaction, (ii) assistance and advice with respect to
the form and structure of the Business Transaction, (iii) conducting
discussions and negotiations regarding an Business Transaction and (iv)
providing other related business advice and assistance as the Company may
reasonably request in connection with a Business Transaction.

As contemplated in this Section B, the term "Business Transaction"
specifically excludes transactions which have been initiated by the Company
prior to execution of this agreement such as: (a) any and all arrangements the
Company may make for the sale

Revision date: 2/18/00



thatlook.com, Inc.
February 18, 2000
Page 4



of company-originated patient loans to third parties and/or (b) co-marketing
arrangements.

For purpose of this agreement, "Consideration" means the aggregate value,
whether in cash, securities, assumption (or purchase subject to) of debt or
liabilities (including, without limitation, indebtedness for borrowed money,
pension liabilities and guarantees), license fees, royalty fees, joint venture
interests or other property, obligations or services, paid or payable by or to
the Company directly or indirectly (in escrow or otherwise) or otherwise
assumed in connection with a Transaction. The value of such Consideration
shall be determined as follows:

(a) the value of securities, liabilities, obligations, property and services
shall be the fair market value as reasonably determined by Sands Brothers at
the date of the closing of the Transaction; and

(b) the value of indebtedness, including indebtedness assumed, shall be the
face amount.

If the Consideration payable in an Transaction includes contingent payments to
be calculated by reference to uncertain future occurrences, such as future
financial or business performance, then any fees of Sands Brothers relating to
such consideration shall be payable at the earlier of (i) the receipt of such
Consideration or, (ii) the time that the amount of such Consideration can be
determined.

In connection with our services, you agree if, during the period Sands
Brothers is retained by you or, within two years thereafter, whether or not
this letter agreement is in effect at such time, a Transaction is consummated
with a third party, introduced directly or indirectly by Sands Brothers, or
the Company enters into a definitive agreement with a third party, which at
any time thereafter results in a Transaction for which Sands Brothers has
provided financial or business advisory services or other services
contemplated by this Agreement, you will pay Sands Brothers a transaction fee
of an amount equal to five (S%) percent of the Consideration paid or payable
in connection with such Transaction in the form that such Consideration is
paid or payable.



C. Financing Transaction

The Company and principal shareholders hereby irrevocably grants Sands
Brothers the right of first refusal to purchase for its own account, or
underwrite or place any Financing Transaction (excluding sales to its
employees and directors) of the Company, or any subsidiary or successor of the
Company, during the term hereof. It is understood that if such a proposed
financing is offered to Sands Brothers, Sands Brothers shall have thirty(30)
days following receipt of such written notice in which to determine

Revision date: 2/18/00

thatlook.com, Inc.
February 18, 2000
Page 5

whether or not to accept such offer. Should Sands Brothers decline such offer,
which is subsequently consummated through a third party, Sands Brothers right
of first refusal with respect to any subsequent offering shall nevertheless
remain in full force and effect during the term hereof.  In addition, you
agree if, during the period Sands Brothers is retained by you or, within two
years thereafter, a Financing Transaction is consummated with a third party
financing source ("Financing Source"), or the Company enters into a definitive
agreement with a Financing Source, which at any time thereafter results in a
Financing Transaction, you will pay Sands Brothers a financing fee equal to
the usual and customary fee paid to Sands Brothers for such a transaction of
similar size and structure to that of the Financing Transaction, but in any
event no less than eight (8%) percent of the total consideration paid or
payable in connection with the Financing Transaction exclusive of conventional
bank debt financing which shall be arranged on mutually agreed upon terms.
Said eight percent fee shall only be paid on future financing in the event
that the $5,000,000 financing contemplated is consummated.

Upon execution hereof, it is agreed between the parties hereto that Sands
Brothers shall commence to organize a private placement on behalf of the
Company in an aggregate amount approximating $5,000,000.

Notwithstanding the provisions of this Section C, it is specifically agreed by
the parties to this Agreement that neither this Section C nor any other
section of this agreement shall be applied to a current round of bridge
financing the Company is engaged in, in an amount not to exceed $500,000.



D. Board Designation

Upon consummation of the $5,000,000 financing contemplated herein, and for a
period of three (3) years from the date hereof, the Company will, at Sands
Brothers' option and if so requested by Sands Brothers, recommend and use its
best efforts (which shall include, without limitation, the solicitation of
proxies) to elect a designee of Sands Brothers, which designee shall be Mark
G. Hollo, at the option of Sands Brothers, either as a member of or a
nonvoting advisor to its Board of Directors; such designee, if elected or
appointed, shall attend meetings of the Board and receive no more or less
compensation than is paid to other non-management directors of the Company and
shall be entitled to receive reimbursement for all reasonable costs incurred
in attending such meetings, including, but not limited to, food, lodging and
transportation.

To the extent permitted by law, the Company hereby agrees to indemnify Sands
Brothers and its designee for the actions of such designee as a director of
the Company. In the event the Company maintains a liability insurance policy
affording coverage for

Revision date: 2/18/00





thatlook.com, Inc.
February 18, 2000
Page 6

the acts of its officers and directors, it hereby agrees, if possible, to
include each of Sands Brothers and its designee as an insured under such
policy.

If Sands Brothers does not exercise its option to designate a member of or
advisor to the Company's Board of Directors, Sands Brothers shall nonetheless
have the right to send a representative (who need not be the same individual
from meeting to meeting) to observe each meeting of the Board of Directors. In
addition, whether or not Sands Brothers exercises its rights to designate a
member, advisor or observer, the Company agrees to give Sands Brothers notice
of each such meeting and to provide Sands Brothers with an agenda (including
any materials accompanying or attached to such agenda), minutes of the meeting
and any materials disseminated at the Board of Directors meeting, no later
than it gives such notice and provides such items to the directors.

E. Equity Participation

In consideration of and as a material inducement for Sands Brothers to enter
into this agreement, the Company shall issue, upon execution hereof, to Sands
Brothers and/or its designee(s), 3,000,000 warrants (the "Warrants") to
purchase shares of the Company's Common Stock as follows:
l.) 750,000 Warrants, upon execution hereof.
2.) 2,250,000 on a pro-rata basis up to an aggregate financing of $5,000,000
contemplated herein.

The Warrants will be exercisable for a five year period commencing on the date
hereof (the "Warrant Exercise Term"). The Warrants shall be initially
exercisable at a price per share of Common Stock equal to $2.00 per share of
Common Stock and shall be exercisable at any time and from time to time, in
whole or in part, during the Warrant Exercise Term.

The Warrants shall contain such terms and conditions as are satisfactory in
form and substance to Sands Brothers and its counsel, including, without
limitation, antidilution (except for the $5 million equity capital to be
raised, as contemplated herein), registration provisions, and provisions for
cashless exercise of the Warrants.

>From the earlier of consummation of the $5,000,000 financing contemplated
herein or six months from the date hereof and during the Warrant Exercise
Term, Sands Brothers and/or its designee(s) (or the then holders of a majority
of the Shares underlying the Warrants) shall have the right to require the
Company to prepare and file one new Registration Statement, if then required
under the Securities Act of 1933, as amended (the "Act"), covering all or any
portion of the Warrants and/or the shares of Common Stock underlying the
Warrants (the "Warrant Securities"). The Company shall bear all expenses
incurred in the preparation and filing of such Registration Statement, except
the





Revision date: 2/18/00


thatlook.com, Inc.
February 18, 2000
Page 7

holders of the Warrants shall pay any underwriting discounts or commissions
and the expenses of their own legal counsel.

>From the earlier of consummation of the $5,000,000 financing contemplated
herein or six months from the date hereof at any time during the subsequent
period for a term of five years, the Company shall prepare and file one or
more Registration Statements under the Act, including, (but excluding Form S-4
or successor forms), with respect to a public offering of equity or debt
securities of the Company held by its shareholders or employees and
consultants, the Company will include in any such Registration Statement such
information as may be required to permit a public offering of the Warrants or
the shares of Common Stock underlying the Warrants held by Sands Brothers
and/or its designee(s) as may be requested. The Company shall bear all fees
and expenses incurred by the Company in connection with the preparation and
filing of such Post-Effective Amendment or new Registration Statement. In the
event of such a proposed registration, the Company shall furnish the then
holders of the Warrant Securities with not less than thirty (30) days written
notice prior to the proposed date of filing of such Registration Statement.
Such notice shall continue to be given by the Company to such holders of
outstanding Warrant Securities until such time as all of the Warrant
Securities have been registered. The holders of the Warrant Securities shall
exercise the "piggy-back" rights provided for herein by giving written notice,
within twenty (20) days of the receipt of the Company's notice of its
intention to file a Registration Statement.

F. General

In addition to any fees that may be payable to Sands Brothers under this
agreement, the Company agrees to reimburse Sands Brothers, upon requests made
from time to time, for all of its reasonable out-of-pocket expenses incurred
in connection with its disbursements to its legal counsel pursuant to the
private placement contemplated herein.

In consideration of Sands Brothers' advisory role, the Company agrees to
indemnify and hold harmless Sands Brothers, its affiliates and their
respective officers, directors, employees, agents and controlling persons
(collectively, the "Indemnified Parties"), from and against any losses,
claims, damages and liabilities, joint or several, related to or arising in
any manner out of any transaction, financing, proposal or any other matter
(collectively, the "Matters") contemplated by the engagement of Sands Brothers
hereunder, and will promptly reimburse the Indemnified Parties for all
expenses (including fees and expenses of legal counsel) as incurred in
connection with the investigation of, preparation for or defense of any
pending or threatened claim related to or arising in any manner out of any
Matter contemplated by the engagement of Sands Brothers hereunder, or any
action or proceeding arising therefrom (collectively, "Proceedings"), whether
or not such Indemnified Party is a formal party to any such



Revision date: 2/18/00


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Page 8



Proceeding. Notwithstanding the foregoing, the Company shall not be liable in
respect of any losses, claims, damages, liabilities or expenses that a court
of competent jurisdiction shall have determined by final judgment resulted
solely from the gross negligence or willful misconduct of an Indemnified
Party. The Company further agrees that it will not, without the prior written
consent of Sands Brothers, settle, compromise or consent to the entry of any
judgment in any pending or threatened Proceeding in respect of which
indemnification may be sought hereunder (whether or not Sands Brothers or any
Indemnified Party is an actual or potential party to such Proceeding), unless
such settlement, compromise or consent includes an unconditional release of
Sands Brothers and each other Indemnified Party hereunder from all liability
arising out of such Proceeding.

The Company agrees that if any indemnification or reimbursement sought
pursuant to this letter were for any reason not to be available to any
Indemnified Party or insufficient to hold it harmless as and to the extent
contemplated by this letter, then the Company shall contribute to the amount
paid or payable by such Indemnified Party in respect of losses, claims,
damages and liabilities in such proportion as is appropriate to reflect the
relative benefits to the Company and its stockholders on the one hand, and
Sands Brothers on the other, in connection with the Matters to which such
indemnification or reimbursement relates or, if such allocation is not
permitted by applicable law, not only such relative benefits but also the
relative faults of such parties to the Company and/or its stockholders and to
Sands Brothers with respect to Sands Brother's engagement shall be deemed to
be in the same proportion as (i) the total value paid or received or to be
paid or received by the Company and/or its stockholders pursuant to the
Matters (whether or not consummated) for which Sands Brothers is engaged to
render financial advisory services bears to (ii) the fees paid to Sands
Brothers in connection with such engagement. In no event shall the Indemnified
Parties contribute or otherwise be liable for an amount in excess of the
aggregate amount of fees actually received by Sands Brothers pursuant to such
engagement (excluding amounts received by Sands Brothers as reimbursement of
expenses).

The Company further agrees that no Indemnified Party shall have any liability
(whether direct of indirect, in contract or tort or otherwise) to the Company
for or in connection with Sands Brothers engagement here under except for
losses, claims, damages, liabilities or expenses that a court of competent
jurisdiction shall have determined by final judgment resulted solely from the
gross negligence or willful misconduct of such Indemnified Party. The
indemnity, reimbursement and contribution obligations of the Company shall be
in addition to any liability which the Company may otherwise have and shall be
binding upon and inure to the benefit of any successors, assigns, heirs and
personal representatives of the Company or an Indemnified Party.
The indemnity, reimbursement and contribution provisions set forth herein
shall remain operative and in full force and effect regardless of (i) any
withdrawal, termination or


Revision date: 2/18/00

thatlook.com, Inc.
February 18, 2000
Page 9

consummation of or failure to initiate or consummate any Matter referred to
herein, (ii) any investigation made by or on behalf of any party hereto or any
person controlling (within the meaning of Section 15 of the Securities Act of
1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as
amended) any party hereto, (iii) any termination or the completion or
expiration of this letter or Sands Brothers' engagement and (iv) whether or
not Sands Brothers' shall, or shall not be called upon to, render any formal
or informal advice in the course of such engagement.

This letter constitutes the entire understanding of the parties with respect
to the subject matter hereof and may not be altered, amended or terminated
except in writing and signed by both parties. This agreement shall be governed
by and construed under the laws of the State of New York without regard to
principles of conflicts of laws thereof and the parties agree to submit
themselves to the jurisdiction of the courts located in the State and County
of New York, which shall be the sole tribunals in which any party may
institute and maintain a legal proceeding against the other party arising from
any dispute hereunder. Neither the execution and delivery of this letter by
the Company nor the consummation of the transactions contemplated hereby will,
directly or indirectly, with or without the giving of notice or lapse of time,
or both: (i) violate any provisions of the Certificate of Incorporation or
By-laws of the Company; or (ii) violate, or be in conflict with, or constitute
a default under, any agreement, lease, mortgage, debt or obligation of the
Company or require the payment, any prepayment or other penalty with respect
thereto. The Company has all requisite power and authority to enter into and
perform its obligations under this letter and to issue and deliver the
Warrants. The execution and delivery of this letter and the Warrants and the
consummation by it of the transactions contemplated hereby and thereby have
been duly authorized by all necessary action on the part of the Company. Each
of this letter and the Warrants constitutes the valid and binding obligations
of the Company, enforceable against the Company in accordance with their
respective terms.

If the foregoing correctly sets forth the terms of our agreement, kindly so
indicate by signing and returning the enclosed copy of this letter.


                                            Very truly yours,
                                            SANDS BROTHERS & CO., LTD.

                                            By:/s/ Mark G. Hollo
                                               -----------------
                                               Mark G. Hollo,
                                               Managing Director
Accepted and Agreed
this 18th day of February:

thatlook.com, Inc.

By: /s/ Gerard A. Powell pres.
   ---------------------------
   Gerard A. Powell
   President and Director