Exhibit 10.12

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT, BUT ONLY UPON A HOLDER HEREOF FIRST
HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE ISSUER, OR OTHER COUNSEL
REASONABLY ACCEPTABLE TO THE ISSUER, THAT THE PROPOSED DISPOSITION IS EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT.

                               4net Software, Inc.

                          COMMON STOCK PURCHASE WARRANT


                         DATED, as of September 30, 2001

                                 ---------------


Holder:    Catalyst Financ1al LLC                             Warrant No:
                                                                         ------
Number of Warrants:  82,000

                                 ---------------


         THIS CERTIFIES THAT Holder is the owner of the number of Warrants set
forth above of 4net Software, Inc., a Delaware corporation (hereinafter called
the "Company"). Each Warrant entitles the registered holder (the "Holder") to
purchase one share (collectively, "Warrant Shares") of Common Stock of the
Company ("Common Stock") at an exercise price per share of $0.50 (the "Exercise
Price"), at any time during the period commencing on September 30, 2001, until
September 29, 2006 (the "Expiration Date").

         The Exercise Price and number of shares of Common Stock of the Company
purchasable upon exercise of each Warrant evidenced hereby shall be subject to
adjustment from time to time as set forth below.

         The number and kind of shares purchasable upon the exercise of Warrants
and the Exercise Price shall be subject to adjustment from time to time as
follows:

<PAGE>

         (a) Stock Splits, Combinations, etc. In case the Company shall
hereafter (i) pay a dividend or make a distribution on its Common Stock in
shares of its capital stock (whether shares of Common Stock or of capital stock
of any other class), (ii) subdivide its outstanding shares of Common Stock,
(iii) combine its outstanding shares of Common Stock into a smaller number of
shares, or (iv) issue by reclassification of its shares of Common Stock any
shares of capital stock of the Company, the Exercise Price and number of shares
of Common Stock underlying the Warrant (if applicable) in effect immediately
prior to such action shall be adjusted so that the Holder of any Warrant
thereafter exercised shall be entitled to receive the number of shares of
capital stock of the Company which such Holder would have owned immediately
following such action had such Warrant been exercised immediately prior thereto.
An adjustment made pursuant to this paragraph shall become effective immediately
after the record date in the case of a dividend and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. If, as a result of an adjustment made pursuant to this
paragraph, the Holder of any Warrant thereafter exercised shall become entitled
to receive shares of two or more classes of capital stock of the Company, the
Board of Directors (whose determination shall be conclusive) shall determine the
allocation of the adjusted Exercise Price between or among shares of such
classes of capital stock.

         (b) Reclassification, Combinations, Mergers, etc. In case of any
reclassification or change of outstanding shares of Common Stock issuable upon
exercise of the Warrants (other than as set forth in paragraph (a) above and
other than a change in par value, or from par value to no par value, or from no
par value to par value or as a result of a subdivision or combination), or in
case of any consolidation or merger of the Company with or into another
corporation (other than a merger in which the Company is the continuing
corporation and which does not result in any reclassification or change of the
then outstanding shares of Common Stock or other capital stock issuable upon
exercise of the Warrants (other than a change in par value, or from par value to
no par value, or from no par value to par value or as a result of a subdivision
or combination)) or in case of any sale or conveyance to another corporation of
the property of the Company as an entirety or substantially as an entirety,
then, as a condition of such reclassification, change, consolidation, merger,
sale or conveyance, the Company or such a successor or purchasing corporation,
as the case may be, shall forthwith make lawful and adequate provision whereby
the holder of such Warrant then outstanding shall have the right thereafter to
receive on exercise of such Warrant the kind and amount of shares of stock and
other securities and property receivable upon such reclassification, change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock issuable upon exercise of such Warrant immediately prior to such
reclassification, change, consolidation, merger, sale or conveyance. Such
provisions shall include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for herein. The
above provisions of this paragraph (b) shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales or conveyances. This provision shall not limit
the rights of the Holders as specified in this Warrant Certificate to exercise
the Warrants prior to any of the events described herein.

         (c) Other Adjustments. In the event that at any time, as a result of an
adjustment, the Holders shall become entitled to receive any securities of the
Company other than shares of Common Stock, thereafter the number of such other
securities so receivable upon exercise of the Warrants and the Exercise Price
applicable to such exercise shall be subject to adjustment from time to time in
a manner and on terms as nearly equivalent as practicable to the provisions with
respect to the shares of Common Stock contained herein.

<PAGE>

         Whenever the number of shares of Common Stock or other stock or
property issuable upon the exercise of each Warrant or the Exercise Price is
adjusted, as herein provided, the Company shall promptly mail by first class
mail, postage prepaid, to each Holder notice of such adjustment or adjustments
and shall obtain a certificate of a firm of independent public accountants
selected by the Board of Directors of the Company (who may be the regular
accountants employed by the Company) setting forth the number of shares of
Common Stock or other stock or property issuable upon the exercise of each
Warrant or the Exercise Price after such adjustment, setting forth a brief
statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made. The Company shall be entitled to
rely on such certificate and shall be under no duty or responsibility with
respect to any such certificate, except to exhibit the same from time to time to
any Holder desiring an inspection thereof during reasonable business hours.

         Irrespective of any adjustment in the number or kind of shares issuable
upon the exercise of the Warrants or the Exercise Price, Warrants theretofore or
thereafter issued may continue to express the same number and kind of shares as
are stated in the Warrants initially issuable pursuant to this Agreement.

         The Company shall not be required to issue fractional shares of Common
Stock on the exercise of Warrants. If more than one Warrant shall be presented
for exercise in full at the same time by the same Holder, the number of full
shares of Common Stock which shall be issuable upon such exercise shall be
computed on the basis of the aggregate number of shares of Common Stock
acquirable on exercise of the Warrants so presented. If any fraction of a share
of Common Stock would, except for the provisions of this Section, be issuable on
the exercise of any Warrant (or specified portion thereof), the Company shall
pay an amount in cash calculated by it to equal the then current market value
per share multiplied by such fraction computed to the nearest whole cent. The
Holders, by their acceptance of the Warrant Certificates, expressly waive any
and all rights to receive any fraction of a share of Common Stock or a stock
certificate representing a fraction of a share of Common Stock.

         The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form attached hereto
duly executed (with a signature guarantee as provided hereon) and simultaneous
payment of the Exercise Price at the principal office of the Company. Payment of
such price shall be made in cash, by certified or official bank check or any
combination thereof.

         Upon any partial exercise of the Warrants evidenced hereby, there shall
be signed and issued to the Holder a new Warrant Certificate in respect of the
Warrant Shares as to which the Warrants evidenced hereby shall not have been
exercised. These Warrants may be exchanged at the office of the Company by
surrender of this Warrant Certificate properly endorsed for one or more new
Warrants of the same aggregate number of Warrant Shares as evidenced by the
Warrant or Warrants exchanged. No fractional securities shall be issued upon the
exercise of rights to purchase hereunder, but the Company shall pay the cash
value of any fraction upon the exercise of one or more Warrants. These Warrants
are transferable at the office of the Company in the manner and subject to the
limitations set forth herein.

         This Warrant Certificate does not entitle any Holder to any of the
rights of a stockholder of the Company, including without limitation the right
to vote and/or receive dividends.

                                             4net Software, Inc.



                                         By:
                                             --------------------------------
                                             Name:
                                             Title:


Dated as of September 30, 2002

ATTEST:


-----------------------------
Name:
Title:

<PAGE>

                               4net Software, Inc.
                          COMMON STOCK PURCHASE WARRANT
                                  PURCHASE FORM

4net Software, Inc. (the "Company")
10 South Street, Suite 202
Ridgefield, Connecticut 06877
Attention: Steven N. Bronson, President

           The undersigned hereby irrevocably elects to exercise the right of
purchase represented by the within Warrant Certificate for, and to purchase
thereunder, _________ shares of common stock of 4net Software, Inc. (the
"Company") (the "Warrant Shares") provided for therein, and requests that
certificates for the Warrant Stock be issued in the name of:


                   ------------------------------------------
         (Please print or Type Name, Address and Social Security Number)

                   ------------------------------------------

                   ------------------------------------------

and, if said number of Warrant Shares shall not be all the Warrant Shares
purchasable hereunder, that a new Warrant Certificate for the balance of the
Warrant Shares purchasable under the within Warrant Certificate be registered in
the name of the undersigned Holder or his assignee as below indicated and
delivered to the address stated below.

Dated:                               Name of Holder
      ------------------             or Assignee:
                                                  ----------------------------
                                                         (Please Print)
                                     Address:
                                              --------------------------------

                                              --------------------------------

                                     Signature:
                                                ------------------------------

Note: The above signature must correspond with the name as it appears upon the
face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever, unless these Warrants have been assigned.


Signature Guaranteed:
                     -----------------------------

(Signature must be guaranteed by a bank, trust company or savings and loan
association, having an office or correspondent in the United States or by a
member firm of a registered securities exchange or the National Association of
Securities Dealers, Inc.)


<PAGE>

                               4net Software, Inc.
                          COMMON STOCK PURCHASE WARRANT

                                   ASSIGNMENT
                 (To be signed only upon assignment of Warrants)


         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
the right to purchase ______________ Warrant Shares represented by the within
Warrant Certificate unto, and requests that a certificate for such Warrant be
issued in the name of:


                      -------------------------------------
          (Name and Address of Assignee Must be Printed or Typewritten)

                      -------------------------------------

                      -------------------------------------


hereby irrevocably constituting and appointing _______________ as attorney to
transfer said Warrants on the books of the Company, with full power of
substitution in the premises and, if said number of shares of Warrant Stock
shall not be all of the Warrant Stock purchasable under the within Warrant
Certificate, that a new Warrant Certificate for the balance of the Warrant Stock
purchasable under the within Warrant Certificate be registered in the name of
the undersigned Holder and delivered to such Holder's address as then set forth
on the Company's books.




Dated:                                           ------------------------------
      ---------------                            Signature of Registered Holder

Note: The above signature must correspond with the name as it appears upon the
face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.


Signature Guaranteed:
                     -----------------------------

(Signature must be guaranteed by a bank, trust company or savings and loan
association having an office or correspondent in the United States or by a
member firm of a registered securities exchange or the National Association of
Securities Dealers, Inc.)