Exhibit 10.6


                         MANAGEMENT CONSULTING AGREEMENT


                         This MANAGEMENT CONSULTING AGREEMENT (the "Agreement"),
                    dated as of February 1, 2001, is entered into by and between
                    4networld.com, Inc., a Delaware corpora tion, having an
                    address at 900 Third Avenue, Suite 201, New York, New York
                    10022 (herein after referred to as the "Company") and
                    Catalyst Financial LLC, having an address at 10 South
                    Street, Ridgefield, Connecticut 06877 (hereinafter referred
                    to as the "Consultant").

                         WHEREAS, Company deems it useful and in the best
                    interest of the Company to have the benefit of Consultant's
                    services and experiences as a consultant; and

                         WHEREAS, Consultant has indicated its willingness to
                    provide its services and experiences as a consultant to
                    Company on the terms and conditions set forth herein.

                         NOW, THEREFORE, in consideration of the foregoing, the
                    parties agree as follows:

                         1. Engagement. Company hereby retains the consulting
                    services of Consultant, and Consultant hereby agrees to do
                    and perform consulting services, upon the terms and condi
                    tions set forth herein.

                         2. Duties, Extent of Service. During the Consulting
                    Term (as hereinafter defined) Consultant shall perform and
                    discharge well and faithfully the duties which may be
                    assigned to Consultant from time to time by the Company in
                    connection with the conduct of its business, and Consultant
                    shall be available by telephone or in person at reasonable
                    times to executive officers of the Company. Such services
                    may include but are not limited to manage ment consulting
                    services, strategic business planing, product development,
                    sales and market ing services and the development of
                    strategic business relationships.

                         3. Compensation. For services rendered to the Company
                    by the Consultant pursuant to this Agreement, the Company
                    shall compensate the Consultant as follows:

                    Consulting Fee. The Company shall pay Consultant a monthly
                    fee of ten thousand dollars ($10,000) for services rendered
                    to the Company pursuant to this Agreement (the "Consulting
                    Fee"). The Consulting Fee shall be due and payable to the
                    Consultant in advance on the first day of each month during
                    the term of this of this Agreement.

                         4. Term. The term of this Agreement (the "Consulting
                    Term") shall commence on February 1, 2001, and shall
                    continue until January 31, 2002, at which time this
                    Agreement shall terminate, unless extended by a written
                    agreement duly executed by the parties hereto.

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                         5. Independent Contractor. The parties expressly intend
                    and agree that Consultant is acting as an independent
                    contractor and not as an employee of the Company. Consultant
                    retains sole and absolute discretion, control, and judgment
                    in the manner and means of carrying out the assignment.
                    Consultant understands and agrees that it shall not be
                    entitled to any rights and privileges established for the
                    Company's employees, including but not limited to the
                    following: retirement benefits, medical insurance coverage,
                    life insurance coverage, disability insurance coverage,
                    severance pay benefits, paid vacation and sick pay, overtime
                    pay, or any of them. Consultant understands and agrees that
                    Company will not pay or withhold from the compensation paid
                    to Consultant pursuant to this Agreement any sums
                    customarily paid or withheld for or on behalf of employees
                    for income tax, unemployment insurance, social security,
                    workers' compensation or any other withholding tax,
                    insurance, or payment pursuant to any law or governmental
                    requirement, and all such payments as may be required by law
                    are the sole responsibility of Consultant. Consultant agrees
                    to hold Company harmless against, and indemnify the Company
                    for, any such payments of liabilities for which the Company
                    may become liable with respect to such matters. This
                    Agreement shall not be construed as a partnership agreement.
                    Company shall have no responsibility for any of Consultant's
                    debts, liabilities or other obligations, or for the
                    intentional, reckless, negligent or unlawful acts or
                    omissions of Consultant or Consultant's employees or agents.

                         6. Confidentiality.
                         6.1 Acknowledgment of Proprietary Interest. Consultant
                    recognizes the proprietary interest of the Company in any
                    Trade Secrets of the Company. As used herein, the term
                    "Trade Secrets" includes all of the Company's confidential
                    or proprietary information, including without limitation any
                    confidential information of the Company encompassed in any
                    reports, investigations, experiments, research or
                    developmental work, experimental work, work in progress,
                    drawings, designs, plans, proposals, computer codes,
                    computer programs, computer software, marketing and sales
                    programs, financial projections, cost summaries, pricing
                    formula and all concepts or ideas, materials or information
                    related to the business, products or sales of the Company or
                    the Company's customers which has not previously been
                    released to the public at large by duly authorized
                    representatives of the Company, whether or not such
                    information would be enforceable as a Trade Secret or
                    whether or not the copying of such information would be
                    enjoined or restrained by a court as constituting unfair
                    competi tion. Consultant acknowledges and agrees that any
                    and all Trade Secrets of the Company, learned by Consultant
                    during the course of the engagement by the Company or
                    otherwise, whether developed by Consultant alone or in
                    conjunction with others or otherwise, shall be and is the
                    property of the Company.

                         6.2 Covenant Not to Divulge Trade Secrets. Consultant
                    acknowledges and agrees that Company is entitled to prevent
                    the disclosure of Trade Secrets of the Company. As a portion
                    of the consideration for the engagement of Consultant and
                    for the compensation being paid to Consultant by the
                    Company, Consultant agrees at all times during the
                    Consulting Term and thereafter to hold in the strictest
                    confidence, and not to disclose or allow to be disclosed to
                    any person, firm or corporation, other than to persons
                    engaged by the Company to further the business of the
                    Company, and not to use except in the pursuit of the
                    business of

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                    the Company, Trade Secrets of the Company, without the prior
                    written consent of the Company, including the Trade Secrets
                    developed by Consultant.

                         6.3 Return of Materials at Termination. In the event of
                    any termination of this Agreement, with or without cause,
                    Consultant will promptly deliver to the Company all
                    materials, property, documents, data and other information
                    belonging to the Company or pertaining to Trade Secrets.
                    Consultant shall not take or retain any materials, property,
                    documents or other information, or any reproduction or
                    excerpt thereof, belonging to the Company or containing or
                    pertaining to any Trade Secrets.

                         6.4 Remedies Upon Breach. In the event of any breach of
                    this Agreement by Consultant, the Company shall be entitled,
                    if it so elects, to institute and prosecute proceed ings in
                    any court of competent jurisdiction, either at law or in
                    equity, to enjoin Consultant from violating any of the terms
                    of this Agreement, to enforce the specific performance by
                    Consultant of any of the terms of this Agreement and to
                    obtain damages, or any of the foregoing, but nothing herein
                    contained shall be construed to prevent such remedy or
                    combination of remedies as the Company may elect to invoke.
                    The failure of the Company promptly to institute legal
                    action upon any breach of this Agreement shall not
                    constitute a waiver of that or any other breach hereof.

                         7. Law Governing. This Agreement shall be interpreted
                    and construed in accor dance with the laws and decisions of
                    the State of New York.

                         8. Amendments. No amendment or modification of the
                    terms or conditions of this Agreement shall be valid unless
                    in writing and signed by the parties hereto.

                         9. Successors and Assigns. The rights and obligations
                    of the Company under this Agreement shall inure to the
                    benefit of and shall be binding upon the successors and
                    assigns of the Company. Consultant shall not be entitled to
                    assign any of Consultant's rights or obligations under this
                    Agreement.

                         10. Headings. Descriptive headings are for convenience
                    only and shall not control or affect the meaning or
                    construction of any of the provisions of this Agreement.

                         11. Entire Understanding. This Agreement constitutes
                    the entire understand ing between the parties hereto with
                    respect to the engagement of Consultant and may not be
                    changed, modified, altered or terminated except by an
                    agreement in writing executed by the parties hereto. Any
                    waiver by any party of its rights under this Agreement or
                    any breach of this Agreement shall not constitute a waiver
                    of any other rights or of any future breach.

                         IN WITNESS WHEREOF, the parties have executed this
                    Agreement as of the date set forth above.


                    Company: 4networld.com, Inc.


                    By: /s/
                        ----------------------
                        Steven N. Bronson,
                        President



                    Consultant: CATALYST FINANCIAL LLC


                    By: /s/
                        ----------------------
                        Steven N. Bronson,
                        President


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