Exhibit 10.7

                   MERGERS AND ACQUISITIONS ADVISORY AGREEMENT

     THIS MERGERS AND ACQUISITIONS ADVISORY AGREEMENT is made as of the 27th day
of March, 2001, by and between 4net Software, Inc., a Delaware corporation,
having an address at 10 South Street, Suite 202, Ridgefield, Connecticut 06877
(hereinafter referred to as "4net Software"), and Catalyst Financial LLC, a New
York limited liability company, having an address at 10 South Street,
Ridgefield, Connecticut 06877 (hereinafter referred to as "Catalyst").

                                    RECITALS:

          WHEREAS, 4net Software is publicly traded company engaged in, among
     other things, acquiring and operating niche software and Internet solution
     companies. 4net Software is interested in seeking out and identifying
     prospective target companies for mergers, acquisitions, business
     combinations, and similar transactions, and if investigation warrants to
     negotiate such a transaction with the target company; and

          WHEREAS, Catalyst is an investment banking firm and licensed broker
     dealer. 4net Software desires to engage Catalyst to identify prospective
     target companies for mergers, acquisitions, business combinations, or
     similar transactions, and to advise 4net Software in connection with the
     negotiations and financial structure of such transactions.

          NOW, THEREFORE, in consideration of the mutual promises set forth
     herein, the parties hereto agree as follows:


     1. Term. The term of this Agreement shall be for three (3) years commencing
     on March 27, 2001 and terminating on March 26, 2004 (the "Term"). However,
     this Agreement may be terminated by either party on thirty (30) days
     written notice.


     2. Mergers & Acquisitions Consulting Services. During the Term of the
     Agreement, Catalyst shall provide consulting services to 4net Software in
     connection with 4net Software's identifying and investigating prospective
     target companies for mergers, acquisitions, business combinations and
     similar transactions, and, if investigation warrants, advising 4net
     Software concerning the negotiation of terms and the financial structure of
     such transactions. The services to be provided by Catalyst include but are
     not limited to, (i) preparing a document concerning 4net Software which can
     be presented to prospective target companies, (ii) identifying and
     investigating companies which may be acquisition candidates for 4net
     Software, (iii) meeting with prospective target companies on behalf of 4net
     Software, (iv) analyzing and evaluating prospective target companies, and
     (v) advising 4net Software as to how to structure and finance transactions.


     3. Fee for Services. In the event that 4net Software completes a merger,
     acquisition business combination or similar transaction, as a result of an
     introduction made by Catalyst, during the Term of this Agreement or within
     one (1) year from the termination, for any reason, of this Agreement, then
     4net Software hereby agrees to pay Catalyst a fee (the "M&A Fee") equal to:

     5% of the consideration from $1 and up to $1,000,000 4% of the
     consideration in excess of $1,000,000 and up to $2,000,000, plus 3% of the
     consideration in excess of $2,000,000 and up to $3,000,000, plus 2% of the
     consideration in excess of $3,000,000 and up to $4,000,000, plus 1% of the
     consideration in excess of $5,000,000.


     The M&A Fee set forth above shall be due and payable by 4net Software to
     Catalyst in cash on the closing date of the subject transaction.

<PAGE>

          For purposes of this Agreement, "consideration" shall mean the value
     of the transaction described herein and shall include the aggregate value
     of all cash, securities, and other property and consideration of every
     kind, including but not limited to assumption and forgiveness of
     indebtedness, the amount received under the terms of an "earn-out"
     provision, rights to receive periodic payments and all other rights that
     may be at any time either (i) transferred or contributed to 4net Software,
     its affiliates or shareholders in connection with an acquisition of equity
     or assets thereof, or (ii) transferred or contributed by 4net Software, its
     affiliates or shareholders in any transaction involving an investment in or
     acquisition of any third party, or acquisition of the equity or assets
     thereof, by 4net Software or any affiliate thereof, or (iii) transferred or
     contributed by 4net Software, its affiliates or shareholders and any other
     parties entering into any joint venture or similar joint enterprise or
     undertaking with 4net Software or any affiliate thereof. The aggregate
     value of all such cash, securities and other property shall be the
     aggregate fair market value thereof as determined jointly by Catalyst and
     4net Software, or by an independent appraiser jointly selected by Catalyst
     and 4net Software. The cost of such independent appraiser shall be borne
     entirely by 4net Software.


     4. Expenses. 4net Software shall reimburse Catalyst for its out-of-pocket
     expenses in connection with the services to be performed hereunder;
     provided however, that expenses are approved in writing by 4net Software.


     5. Representations of 4net Software. 4net Software hereby represents and
     warrants that any and all information supplied hereunder to Catalyst in
     connection with any and all services to be performed hereunder by Catalyst
     for and on behalf of 4net Software shall be, to the best of 4net Software's
     knowledge, true, complete and correct as of the date of such dissemination
     and shall not fail to state a material fact necessary to make any of such
     information not misleading. 4net Software hereby acknowledges that the
     ability of Catalyst to adequately provide services as described herein is
     dependent upon the prompt dissemination of accurate, correct and complete
     information to Catalyst. 4net Software further represents and warrants
     hereunder that this Agreement has been, or will be, duly and validly
     authorized by all requisite corporate action; that 4net Software has the
     full right, power and capacity to execute, deliver and perform its
     obligations hereunder; and that this Agreement, upon execution and delivery
     of the same by 4net Software, will represent the valid and binding
     obligation of 4net Software and shall be enforceable by Catalyst in
     accordance with its terms. The representations and warranties set forth
     herein shall survive the termination of this Agreement.


     6. Indemnification.


     (a) 4net Software hereby agrees to indemnify, defend and hold harmless
     Catalyst, its officers, directors, principals, employees, partners,
     consultants, affiliates, and shareholders, and their successors and assigns
     from and against any and all claims, damages, losses, liability,
     deficiencies, actions, suits or proceedings (collectively the "Losses")
     arising out of or resulting from: (i) any breach of a representation, or
     warranty by 4net Software contained in this Agreement; or (ii) any
     activities or services performed hereunder by Catalyst, unless such Losses
     were the result of the intentional misconduct or gross negligence of
     Catalyst or were the result of any information supplied by Catalyst; or
     (iii) any and all costs and expenses (including reasonable attorneys' and
     paralegals' fees) related to the foregoing, and as more fully described
     below. Catalyst hereby agrees to indemnify, defend and hold harmless 4net
     Software, and its officers, directors and shareholders, and their
     successors and assigns from and against any and all Losses arising out of
     or resulting from (i) the intentional misconduct or gross negligence of
     Catalyst, unless such Losses were the result of any information supplied by
     4net Software; or (ii) any and all costs and expenses (including reasonable
     attorneys' and paralegals' fees) related to the foregoing, and as more
     fully described below.

     (b) If Catalyst or 4net Software (in each case, the "Indemnified Party")
     receives written notice of the commencement of any legal action, suit or
     proceeding with respect to which 4net Software or Catalyst (in each case,
     the "Indemnifying Party") is or may be obligated to provide indemnification
     pursuant to this Section 7, the Indemnified party shall, within thirty (30)
     days of the receipt of such written notice, give the Indemnifying Party
     written notice thereof (a "Claim Notice"). Failure to give such Claim
     Notice within

<PAGE>

     such thirty (30) day period shall not constitute a waiver by the
     Indemnified Party of its right to indemnity hereunder with respect to such
     action, suit or proceeding if the Indemnifying Party is not materially
     adversely affected by such delay. Upon receipt by the Indemnifying Party of
     a Claim Notice from the Indemnified Party with respect to any claim for
     indemnification which is based upon a claim made by a third party ("Third
     Party Claim"), the Indemnified Party may assume the defense of the Third
     Party Claim with counsel of its own choosing, as described below. The
     Indemnifying Party and the Indemnified party shall cooperate with each
     other in the defense of the Third Party Claim and shall furnish such
     records, information and testimony and attend all such conferences,
     discovery proceedings, hearings, trial and appeals as may be reasonably
     required in connection therewith. The Indemnified Party shall have the
     right to employ its own counsel in any such action, but the fees and
     expenses of such counsel shall be at the expense of the Indemnifying Party
     unless the Indemnifying Party shall not have promptly employed counsel to
     assume the defense of the Third Party Claim, in which event such fees and
     expenses shall be borne solely by Indemnifying Party. The Indemnifying
     Party shall not satisfy or settle any Third Party Claim for which
     indemnification has been sought and is available hereunder, without the
     prior written consent of the Indemnified Party unless such claim can be
     settled entirely for cash and the Indemnified Party shall be given a full
     release from all parties in connection therewith. If the Indemnifying Party
     shall fail with reasonable promptness either to defend such Third Party
     Claim or to satisfy or settle the same, the Indemnified Party may defend,
     satisfy or settle the Third Party Claim at the expense of the Indemnifying
     Party and the Indemnifying Party shall pay to the Indemnified Party the
     amount of any such Loss within ten (10) days after written demand
     therefore. The indemnification provisions hereunder shall survive the
     termination of this Agreement.


     7. Confidentiality. Catalyst agrees that all non-public information
     pertaining to the prior, current or contemplated business of 4net Software
     are valuable and confidential assets of 4net Software. Such information
     shall include, without limitation, information relating to customer lists,
     bidding procedures, intellectual property, patents, trademarks, trade
     secrets, financing techniques and sources and such financial statements of
     4net Software as are not available to the public. Catalyst, its officers,
     directors, employees, agents and shareholders shall hold all such
     information in trust and confidence for 4net Software and shall not use or
     disclose any such information for other than the benefit of 4net Software's
     business and shall be liable for damages incurred by 4net Software as a
     result of the use or disclosure of such information by Catalyst, its
     officers, directors, employees, agents or shareholders for any purpose
     other than the benefit of 4net Software's business, either during the term
     of the attached Agreement or after the termination or expiration thereof,
     except (i) where such information is publicly available or later becomes
     publicly available other than through a breach of this Agreement, or (ii)
     where such information is subsequently lawfully obtained by Catalyst from a
     third party or parties who are not under an obligation of confidentiality
     to 4net Software, or (iii) if such information is known to Catalyst prior
     to the execution of this Agreement, or (iv) as may be required by law.
     These confidentiality obligations shall service termination of this
     Agreement.


     8. Independent Contractor. It is expressly understood and agreed that
     Catalyst shall, at all times, act as an independent contractor with respect
     to 4net Software and not as an employee or agent of 4net Software, and
     nothing contained in this Agreement shall be construed to create a joint
     venture, partnership, association or other affiliation, or like
     relationship, between the parties. It is specifically agreed that the
     relationship is and shall remain that of independent parties to a
     contractual relationship and that Catalyst shall have no right to bind 4net
     Software in any manner. In no event shall either party be liable for the
     debts or obligations of the other except as otherwise specifically provided
     in this Agreement.


     9. Amendment. No modification, waiver, amendment, discharge or change of
     this Agreement shall be valid unless the same is evidence by a written
     instrument, executed by the party against which such modification, waiver,
     amendment, discharge or change is sought.


     10. Notices. All notices, demands or other communications given hereunder
     shall be in writing and shall be deemed to have been duly given when
     delivered in person or transmitted by facsimile transmission or on the
     third calendar day after being mailed by the United States registered or
     certified mail, return receipt requested, postage prepaid, to the addresses
     herein above first mentioned or to such other address as any party hereto
     shall designate to the other for such purpose in the manner hereinafter set
     forth.

<PAGE>

     11. Severability. The invalidity, illegality or unenforceability of any
     provision or provisions of this Agreement will not affect any other
     provision of this Agreement, which will remain in full force and effect,
     not will the invalidity, illegality or unenforceability of a portion of any
     provision of this Agreement affect the balance of such provision. In the
     event that nay one or more of the provisions contained in this Agreement or
     any portion thereof shall for any reason be held to be invalid, illegal or
     unenforceable in any respect, this Agreement shall be reformed, construed
     and enforced as if such invalid, illegal or unenforceable provision had
     never been contained herein.


     12. Construction and Enforcement. This Agreement shall be construed in
     accordance with the laws of the State of Delaware, without application of
     the principles of conflicts of laws.


     13. Binding Nature. The terms and provision of this Agreement shall be
     binding upon and inure to the benefit of the parties, and their respective
     successors and assigns.


     14. Counterparts. This Agreement may be executed in any number of
     counterparts, including facsimile signatures, which shall be deemed as
     original signatures. All executed counterparts shall constitute one
     Agreement, notwithstanding that all signatories are not signatories to the
     original or the same counterpart.


     15. Entire Agreement. This Agreement contains all of the understanding and
     agreements of the parties with respect to the subject matter discussed
     herein.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.


      4net Software, Inc.                     CATALYST FINANCIAL LLC


      By: /s/ Leonard Hagen                   By: /s/ Steven N. Bronson
          --------------------------              --------------------------
          Leonard Hagen, Director                 Steven N. Bronson, President