Exhibit 10.5 Unity Emerging Technology Venture One Ltd. 245 Fifth Avenue, Suite 1600 New York, New York 10016 Gentlemen: This letter, when signed by you where indicated below, will confirm our agreement whereby Unity Venture Capital Associates Ltd....

                                                                    Exhibit 10.5

                              _______________, 2000


Unity Emerging Technology Venture One Ltd.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx  00000

Gentlemen:

      This letter, when signed by you where indicated below, will confirm our
agreement whereby Unity Venture Capital Associates Ltd. ("Capital") shall
furnish Unity Emerging Technology Venture One Ltd. ("Unity") with secretarial
and other administrative services, together with approximately 500 square feet
of office space situated at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxx
0000. In exchange therefor, Unity shall pay Capital the sum of $5,000 per month.
Either party hereto may cancel this agreement upon 30 days' prior written notice
to such effect.

                                    Very truly yours,

                                    UNITY VENTURE CAPITAL ASSOCIATES LTD.


                                    By:______________________________
                                          Xxxxxxxx Xxxxxxxx, President

Agreed to and Accepted by:

UNITY EMERGING TECHNOLOGY
    VENTURE ONE LTD.


By:_________________________
     Xxxxxx Xxxxx, Secretary