EXHIBIT 10.26

CONFIDENTIAL

November 17, 1999

Mr. K. Jeffrey Dahlberg
Chief Executive Officer
Grow Biz International, Inc.
4200 Dahlberg Drive
Minneapolis, MN 55422-4837

Dear Mr. Dahlberg:

         The purpose of this letter is to confirm the engagement of Sheldon
Fleck ("Advisor") to act as a non-exclusive financial advisor during the term of
this Agreement to Grow Biz International, Inc. (the "Company") in connection
with a potential Strategic Transaction involving the Company. For purposes
hereof, a "Strategic Transaction" shall mean whether in one or a series of
transactions, directly or indirectly, (i) the sale or other transfer of 5% or
more of the common stock of the Company owned beneficially or of record by K.
Jeffrey Dahlberg or Ronald Olson in connection with a change in the management
positions of Dahlberg or Olson which transaction is determined by the Board of
Directors to be in the best interests of the Company, or (ii) the sale or other
transfer of all or a significant portion of the assets or business of the
Company or any significant concept of the Company in connection with a change in
the management positions of Dahlberg or Olson which transaction is determined by
the Board of Directors to be in the best interests of the Company. The term
Strategic Transaction shall not include a sale or other transfer of all or a
significant portion of the assets or business of the Company's concepts,
provided that such sale or other transfer is not part of a larger transaction
which taken as a whole meets the definition of "Strategic Transaction" set forth
above.

1.       In connection with his engagement hereunder, Advisor will advise and
         assist the Company in the areas of strategic planning, corporate
         reorganization, management restructuring and business development.
         Advisor will also provide such other financial advisory services as may
         be mutually agreed upon by the Company and Advisor.

2.       As compensation for Advisor's services hereunder, the Company shall
         issue to Advisor a warrant for the purchase of 200,000 shares of the
         Company's common stock (the "Warrant") upon closing and consummation of
         a Strategic Transaction which meets both of the following conditions:

         (a)      The Strategic Transaction involves a party with whom the
                  Advisor or the Company or their respective representatives had
                  discussions or negotiations during the term of this Agreement.

         (b)      A letter of intent or definitive agreement with respect to the
                  Strategic Transaction is entered into during the term of this
                  Agreement or during the six months thereafter.

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Mr. K. Jeffrey Dahlberg, CEO
Grow Biz International, Inc.
November 17, 1999
Page 2


         The Warrant shall be exercisable at a price of $6.00 per share for a
         term of eight years and include a cashless exercise provision as well
         as permitting exercise by surrender of Company common stock by the
         holder. In addition, the Warrant shall include registration rights (one
         demand right, unlimited piggy back rights and other customary
         provisions) and typical anti-dilution protection in the event of
         splits, combinations and recapitalizations.

         Notwithstanding the foregoing, in the event Advisor has taken
         reasonable efforts to consummate a Strategic Transaction, but the
         Strategic Transaction causing the issuance of the Warrant is closed and
         consummated on or before February 29, 2000 with a person or entity who
         without any prior contact or discussion with Advisor was introduced to
         the Company by an investment banking firm or other advisor to which the
         Company is obligated to pay a fee as a result of such Strategic
         Transaction, then the number of shares purchasable by Advisor under the
         Warrant shall be reduced to 100,000 shares of the Company's common
         stock.

3.       In addition to the Warrant that may be issuable to Advisor hereunder
         (and regardless of whether a Strategic Transaction occurs), the Company
         hereby agrees from time to time upon Advisor providing Company with
         receipts and other documentation requested by Company, to reimburse
         Advisor promptly for reasonable travel and other out-of-pocket expenses
         incurred by Advisor in performing its services hereunder, including,
         but not limited to, all attorney's fees incurred in connection with
         this letter and the services provided hereunder. Company's obligation
         for reimbursement of Advisor's expenses shall not exceed $25,000 in the
         aggregate, unless approved by the Company.

4.       The term of Advisor's engagement as financial advisor to the Company
         shall commence on the date hereof and continue until the earlier of the
         consummation of a Strategic Transaction or February 29, 2000, unless
         extended by mutual, written consent of the parties hereto. Termination
         of the engagement shall not affect the indemnification, contribution
         and confidentiality obligations of the Company and Advisor, the right
         of Advisor to receive the Warrant or the right of Advisor to receive
         reimbursement for its reasonable out-of pocket expenses as described
         above.

5.       The Company agrees to indemnify Advisor and related persons to the
         extent of the indemnification letter attached hereto as Schedule A, the
         provisions of which are incorporated herein in their entirety.

6.       The Company recognizes and confirms that Advisor in acting pursuant to
         this engagement will be using information in reports and other
         information provided or approved in writing by the Company, and that
         Advisor does not assume responsibility for and may rely, without
         independent verification, on the accuracy and completeness of any such
         reports and information. The Company agrees that any information or
         advice rendered by Advisor or his representatives in connection with
         this engagement is for the use of Advisor in rendering his services
         hereunder or confidential use of the Company's Board of Directors only
         in its evaluation of a transaction and, except as otherwise required by
         law, the Company will not, and will not permit any third party to,
         disclose or

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Mr. K. Jeffrey Dahlberg, CEO
Grow Biz International, Inc.
November 17, 1999
Page 3


         otherwise refer to such, advice or information in any manner without
         Advisor's prior written consent.

7.       Advisor agrees to keep confidential all material nonpublic information
         provided to it by the Company ("Information"), except as required by
         law or securities regulators, or to the extent such Information is
         already in public domain, has been obtained by a third party without
         violating any duty of confidentiality to the Company, is independently
         discovered by Advisor. Notwithstanding anything to the contrary herein,
         Advisor may disclose nonpublic Information to its agents, advisors and
         potential parties to a Strategic Transaction whenever Advisor
         determines that such disclosure is necessary to provide the service
         contemplated hereunder but shall inform them and bind them by written
         agreement to Advisor's confidential obligation and to their obligation
         to refrain from trading in the Company's securities while in possession
         of material, nonpublic information about the Company.

8.       This Agreement (a) shall be governed by and construed in accordance
         with the laws of the State of Minnesota, regardless of the laws that
         might otherwise govern under applicable principles of conflicts of law
         thereof, (b) incorporates the entire understanding of the parties with
         respect to the subject matter hereof and supersedes all previous
         agreements should they exist with respect thereto, (c) may not be
         amended or modified except in writing executed by the Company and
         Advisor, and (d) shall be binding upon and inure to the benefit of the
         Company, Advisor, and other Indemnified Parties and their respective
         successors and assigns. The Company acknowledges that Advisor in
         connection with its engagement hereunder is acting as an independent
         contractor with duties owing solely to the Company and that nothing in
         this Agreement is intended to confer upon any other person any rights
         or remedies hereunder or by reason hereof.

         This agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which shall constitute one
and the same agreement. Please confirm that the foregoing is in accordance with
your understanding of our agreement by signing and returning to us a copy of
this letter.


Very truly yours,


/s/ Sheldon Fleck
--------------------------------
Sheldon Fleck

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Mr. K. Jeffrey Dahlberg, CEO
Grow Biz International, Inc.
November 17, 1999
Page 4


Accepted and agreed to as of the date set forth above:

GROW BIZ INTERNATIONAL, NC.


By: /s/ K. Jeffrey Dahlberg
    -------------------------------
        K. Jeffrey Dahlberg
Its:    Chief Executive Officer

<PAGE>


                                   SCHEDULE A

                                 INDEMNIFICATION

In the event that Advisor (which term includes Advisor's legal counsel,
Advisor's accountant, Lee Javorski and Advisor's assistant, Marilyn Hall)
becomes involved in any capacity in any action, proceeding or investigation
(pending or threatened) brought by or against any person, including shareholders
of the Company, related to, arising out of or in connection with Advisor's
engagement as provided in this letter, the Company will reimburse Advisor for
his reasonable, out of pocket legal and other expenses (including the cost of
any investigation and preparation) as such expenses are incurred in connection
therewith, except to the extent that Advisor directly or indirectly commences
such action, proceeding or investigation or Advisor's involvement in such
action, proceeding or investigation results from the gross negligence or willful
misconduct of Advisor (as determined by the judgment of a court of competent
jurisdiction no longer subject to appeal or further review). The Company also
will indemnify and hold Advisor harmless against any and all losses, claims,
damages or liabilities to any such person related to, arising out of or in
connection with the engagement of Advisor hereunder, except to the extent that
any such loss, claim, damage or liability results from the gross negligence or
willful misconduct of Advisor (as determined by the judgment of a court of
competent jurisdiction no longer subject to appeal or further review). If for
any reason (other than the gross negligence or willful misconduct of Advisor)
the foregoing indemnification is unavailable to Advisor or insufficient to hold
it harmless, then the Company shall contribute to the amount paid or payable by
Advisor as a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect the relative economic interests of the Company and
its shareholders on the one hand and Advisor on the other hand in the matters
contemplated by this letter as well as the relative fault of the Company and
Advisor with respect to such loss, claim, damage or liability and any other
relevant equitable considerations; provided that, in no event will the aggregate
contributions of Advisor hereunder exceed the amount of fees (or the value of
the Warrant) actually received by Advisor pursuant to this letter. The
reimbursement, indemnity and contribution obligations of the Company under this
paragraph 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 and Advisor. The
Company also agrees that Advisor shall not have any liability to the Company or
any third person asserting claims on behalf of or in right of the Company
related to, arising out of or in connection with the engagement of Advisor
hereunder except to the extent that any losses, claims, damages, liabilities or
expenses incurred by the Company are caused by the gross negligence or willful
misconduct of Advisor (as determined by the judgment of a court of competent
jurisdiction no longer subject to appeal or further review). The Company agrees
that it will not, without the prior written consent of Advisor, settle,
compromise, consent to the entry of any judgment in or otherwise seek to
terminate any action, claims, suits or proceeding in respect to which
indemnification may be sought pursuant to this letter agreement unless such
settlement, compromise, consent or termination includes a release of Advisor
from any liabilities arising out of such action, claim, suit or proceeding. The
indemnity and contribution obligations of the Company as set forth herein shall
be in addition to any liability or obligation the Company may otherwise have to
Advisor. Prior to entering into any agreement or arrangement with respect to, or
effecting, any proposed sale, exchange, dividend or other distribution or
liquidation of all or a significant portion of its assets in one or a series of
transactions or any significant recapitalization or reclassification of its
outstanding securities that does not directly or indirectly provide for the
assumption of the obligations of the Company set forth in this Schedule A, the
Company will notify Advisor in writing thereof (if not previously so notified)
and, if requested by Advisor, shall use its best efforts to arrange in
connection therewith alternative means of providing for the obligations of the
Company set forth in this paragraph upon terms and conditions reasonably
satisfactory to Advisor. The provisions of this Schedule A shall survive any
termination or completion of the engagement provided by this letter agreement.