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                                                                    Exhibit 10.1

                              CONSULTING AGREEMENT

The Consulting Agreement ("Agreement") is entered into this 27th day of June,
2002 and sets forth the understanding, which has been reached between Meyer
Capital Partners LLC (the "Consultant") and Predictive Systems, Inc. (the
"Company") concerning certain consulting services.

         I.       PURPOSE AND DUTIES OF THE CONSULTANT: The Company hereby
                  engages the Consultant to assist management in the analysis,
                  valuation and screening process of potential merger and/or
                  acquisition opportunities for the Company. In addition, the
                  Consultant will uncover potential merger and/or acquisition
                  candidates for the Company. Consultant agrees that it will not
                  contact any potential merger/ and or acquisition candidate
                  without the Company's prior approval


         III.     COMPENSATION AND TERMS: In consideration for the services
                  rendered by the Consultant to the Company pursuant to this
                  Agreement, the Company shall compensate the Consultant as
                  follows and under the following terms:

                  A.   The Consultant will be paid a monthly retainer of
                       $10,000 for 3 months with the first payment of $10,000
                       due upon signing. After the initial 3 months, this
                       agreement will be on a month to month basis with a 30
                       day notification period.

                  B.   10,000 options for each month of service the Consultant
                       is engaged. Such options shall be granted on the last
                       of each month of service at a price equal to the fair
                       market value on the date of grant, all according to the
                       terms of the Company's 1999 Stock Incentive Plan. Such
                       options shall be immediately vested and have a term of
                       one year.

                  C.   Reimbursement for all reasonable out of pocket expenses
                       associated with this Agreement, provided, however, that
                       the Company shall not be obligated hereunder unless (i)
                       the Company has agreed in advance to reimburse any such
                       costs exceeding $500 per month, and (ii) Consultant
                       provides the Company with appropriate receipts or other
                       relevant documentation for all such costs as part of
                       any submission for reimbursement.


         IV:      THE CONSULTANTS SERVICES TO OTHERS: It is agreed there are no
                  restrictions on how or whom the Consultant may work for other
                  entities.


         V:       THE CONSULTANT IS AN INDEPENDENT CONTRACTOR: The Consultant
                  shall perform its services under the Agreement as an
                  independent contractor and not as an employee of the Company
                  or an affiliate thereof.


         VI:      APPLICABLE LAW: The Agreement will be governed by and
                  construed under the laws of the state of New York without
                  regard to the conflicts of law provisions thereof.

         VII.     NON-SOLICITATION: During the term of this Agreement and for
                  one (1) year after its termination, Consultant will not
                  personally or through others (i) recruit, solicit, induce or
                  attempt to induce any employee or contractor of the Company to
                  terminate his or her employment or contractual relationship
                  with the Company or (ii) solicit the business of any client or
                  customer of the Company in competition with the Company, other
                  than on behalf of the Company.

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         VIII.    CONFIDENTIALITY: It is understood that Company will deliver to
                  Consultant certain information about its properties,
                  employees, finances, businesses and operations. All
                  information (i) about the Company or (ii) about any third
                  party (which information was provided to the Company subject
                  to an applicable confidentiality obligation to such third
                  party), furnished by the Company to Consultant, whether
                  furnished before or after the date hereof and regardless of
                  the manner in which it is furnished, is referred to in this
                  Agreement as "Proprietary Information." Proprietary
                  Information shall not include, however, information which (i)
                  is or becomes generally available to the public other than as
                  a result of a disclosure by Consultant in violation of this
                  Agreement; (ii) was available to Consultant on a
                  nonconfidential basis prior to its disclosure by the Company;
                  (iii) becomes available to the Consultant on a nonconfidential
                  basis from a person other than the Company who is not
                  otherwise known to Consultant be bound by a confidentiality
                  agreement with the Company, or is otherwise not known to
                  Consultant to be under an obligation to the Company not to
                  transmit the information to the Consultant; or (iv) was
                  independently developed by Consultant without reference to or
                  use of the Proprietary Information.

                           Subject to the immediately succeeding paragraph,
                  unless otherwise agreed to in writing, Consultant (i) except
                  as required by law, shall keep all Proprietary Information
                  confidential, shall not disclose or reveal any Proprietary
                  Information to any person; and (ii) shall not use Proprietary
                  Information for any purpose other than in connection with its
                  performance of the services under this Agreement; and. In the
                  event that Consultant is requested pursuant to, or required
                  by, applicable law or regulation or by legal process to
                  disclose any Proprietary Information or any other information
                  concerning the Company, Consultant shall provide the Company
                  with prompt notice of such request or requirement in order to
                  enable the Company (i) to seek an appropriate protective order
                  or other remedy, (ii) to consult with Consultant with respect
                  to Consultant taking steps to resist or narrow the scope of
                  such request or legal process or (iii) to waive compliance, in
                  whole or in part, with the terms of this Agreement. In the
                  event that such protective order or other remedy is not
                  obtained, or the Company waives compliance, in whole or in
                  part, with the terms of this letter agreement, Consultant
                  shall use commercially reasonable efforts to disclose only
                  that portion of the Proprietary Information which is legally
                  required to be disclosed and to ensure that all Proprietary
                  Information that is so disclosed will be accorded confidential
                  treatment. In the event that Consultant shall have complied
                  fully with the provisions of this paragraph, such disclosure
                  may be made by Consultant without any liability hereunder.

         IX.      SECURITIES LAWS: Advisor acknowledges that Company is a
                  publicly traded company and that the United States securities
                  laws prohibit any person who has received from a publicly
                  traded company material, non-public information may be
                  prohibited from purchasing or selling securities of such
                  company or from communicating such information to any other
                  person under circumstances in which it is reasonably
                  foreseeable that such person is likely to purchase or sell
                  such securities.

         X.       PUBLICITY: Neither party shall publish or use any advertising,
                  sales materials, press releases or other publicity which uses
                  the other party's name, logo, trademarks or service marks
                  without the prior written approval of the other party.

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         The undersigned concur with the matters set forth in the foregoing
Agreement.

                                                     PREDICITVE SYSTEMS, INC.


                                                     By:  /s/ Andrew Zimmerman
                                                         -----------------------
                                                           Andrew Zimmerman
                                                           CEO


                                                     CONSULTANT


                                                     By:   /s/ Eric Meyer
                                                         -----------------------
                                                            Eric Meyer
                                                            Managing Member