Exhibit 10.1




                                                                Guy S. Amico
                                                                   President


                                                 April 10, 2002




Mr. James L. Conway
Chief Executive Officer
Netsmart Technologies, Inc.
146 Nassau Avenue
Islip, NY  11751

Re:  Business Advisory and Consulting Services

Dear Mr. Conway:

     On behalf of Newbridge Securities Corporation  ("Newbridge"),  please allow
this  letter  to  serve as an  expression  of our  interest  in  establishing  a
relationship  with  Netsmart  Technologies,  Inc.  (the  "Company")  to  provide
business advisory and related  consulting  services to the Company.  This letter
sets forth the terms of such a relationship.

     1. Scope of  Engagement.  Newbridge  will  assist the  Company  and provide
services  in the  following  areas (the  "Services").  Newbridge  will study and
review  the  business,   operations,   historical   financial   performance  and
projections as to enable Newbridge to provide advice to the Company,  which will
include an  independent  research  report on the Company based solely on its own
analysis and evaluation for circulation to analysts, institutional investors and
others in the financial  community with which Newbridge has a  relationship.  In
performing the Services,  Newbridge shall comply with all applicable federal and
state laws and the rules of the National Association of Securities Dealers, Inc.

     2. Term.  Newbridge's engagement would commence on the date of execution of
this  Agreement  (the  "Effective  Date") and  continue  for a period of two (2)
years;  provided,  however, that the term may be extended by mutual agreement of
the parties and this Agreement may be terminated at any time and for any reason,
with or without cause,  by either party upon ten (10) days written notice to the
other.

     3.  Compensation.  In  consideration  of the  services to be  rendered  and
performed by Newbridge  during the  Consulting  Period,  the Company will pay to
Newbridge a business advisory fee of $4,000 per month,  payable as follows:  (a)
$4,000  non-refundable  retainer  due upon  the  Effective  Date and (b)  $4,000
payable on the tenth day of each  month  thereafter  during the term;  provided,
however,  if this  Agreement is  terminated  prior to two years from the date of
this  Agreement,  no  payment  shall be made for any  period  subsequent  to the
effective date of termination.


<PAGE>

In addition,  the Company will issue to Newbridge  warrants in substantially the
form  of  Exhibit  A  to  this  Agreement,  to  acquire  up  to  200,000  shares
("Warrants") in six tranches in the amounts and at exercise prices as follows:

Exercise Date                   Number of Shares           Exercise Price
-------------                   ----------------           --------------

Effective Date                  50,000 shares              market price on the
                                                           date of issuance

June 1, 2002                    30,000 shares              $4.00 per share
September 1, 20021              30,000 shares              $5.00 per share
November 1, 20021               30,000 shares              $6.00 per share
January 1, 20031                30,000 shares              $7.00 per share
February 28, 20031              30,000 shares              $8.00 per share


1    The  Warrants  will  be  issued  on the  Effective  Date  and  will  become
     exercisable  on each of the Exercise  Dates  listed above for a period,  as
     described  below (the  "exercise  period")  commencing  on such  applicable
     Exercise Date provided  that the Warrant  exercise has not been  terminated
     prior to the Exercise Date. Any Warrant which becomes exercisable after the
     date of the  termination of Warrant  exercise shall  terminate  immediately
     upon the  termination of this  Agreement.  The exercise period shall be one
     year for the Warrants with an Exercise Date of the Effective  Date and June
     1,  2002,  eighteen  months  for  the  Warrants  with an  Exercise  Date of
     September  1, 2002 and  November 1, 2002,  and two years for the  remaining
     Warrants.  The date of the  termination of Warrant  exercise shall mean (a)
     thirty (30) days after the date that notice of  termination is given by the
     Company unless  termination  is for cause,  as described in clause (b); (b)
     the date  that the  notice  of  termination  is  given  by the  Company  if
     termination is a result of a violation by Newbridge of federal or state law
     or the regulations of the National Association of Securities Dealers,  Inc.
     or NASD  Regulation,  Inc.  (collectively,  "cause");  or (c) the  date the
     notice of  termination  is given by Newbridge.

        4. Transaction Fees. The Company is not engaging Newbridge to introduce
the Company to a source for a financing. In the event that, with the consent of
the Company and pursuant to a separate agreement, Newbridge introduces to the
Company a party which consummates an Applicable Financing, as hereinafter
defined, the Company will pay upon the closing of the Applicable Financing (a) a
separate and additional fee based on the successful completion of the Applicable
Financing, but not greater than that fee that would be derived by applying a
Lehman Formula (five percent (5%) of the first million dollars or part thereof,
four percent (4%) of the next million dollars or part thereof, three percent
(3%) of the next million dollars or part thereof, two percent (2%) of the next
million dollars or part thereof, and one percent (1%) of the amount by which the
gross proceeds from the Applicable Financing exceed four million dollars) to the
total amount of the Applicable Financing, or (b) such separate and additional
fee as may be mutually agreed upon by the Company and Newbridge not to exceed
the fee referred to in clause (a) of this Section 4. Any fee shall be based
solely on the proceeds received by the Company. An Applicable Financing shall
mean a private placement of debt or equity securities with parties introduced to
the Company by Newbridge, other than (i) a financing


<PAGE>

with  a  bank  or institutional or commercial lender, (ii) a secured financing,
including capital lease  financing,  (iii) a  revolving  credit or  similar
financing,  or (iv) a financing in connection with an acquisition.

        5. Access To/And Use Of Information. The Company will work together with
Newbridge to provide any and all necessary documents and full access to the
Company's officers, directors, employees and accountants as are reasonably
requested by Newbridge in order for it to provide the Services.

         If these terms are consistent with your view of the basic terms of our
relationship, please countersign a copy of this letter and return it to me by
fax and mail at the above address.

         Please contact me if you have any questions need any additional
information.

                                 Very truly yours,

                                 NEWBRIDGE SECURITIES CORPORATION

                                 By:  /s/Guy S. Amico
                                    -----------------------------
                                      Guy S. Amico
                                      President


ACKNOWLEDGED this 10 day
of April, ___ 2002


Netsmart Technologies, Inc.



/s/James L. Conway
------------------
By:  James L. Conway
Title:  CEO