Exhibit 10.13

                                    AGREEMENT

     Agreement  entered  into  by  ComLinx,   Inc.,  a  New  Jersey  corporation
("ComLinx"), and Archer System Ltd. Inc. ("Archer"), dated as of July 21, 2000.

     ComLinx hereby appoints Archer to serve as its advisor to assist ComLinx in
obtaining  equity  financing in a targeted total amount of up to $2 million.  As
part  of  such  services,   Archer  will  identify  and  initiate  contact  with
prospective financing sources known to Archer and identified to ComLinx ("Archer
Leads").  ComLinx and Archer shall  maintain a list of the Archer  Leads,  which
shall be amended as needed from time to time to include any  additional  parties
identified by Archer as prospective financing sources.

     Upon the  closing of any equity  investment  with an Archer  Lead,  ComLinx
shall pay Archer for its  services  hereunder by issuing a warrant to Archer for
the purchase of ComLinx common stock (an "Archer  Warrant").  The Archer Warrant
issued upon any such closing will enable the holder  thereof to purchase 0.2% of
ComLinx's pro forma common shares  outstanding for each $100,000  invested by an
Archer Lead.

     For  purposes  of  computing  ComLinx's  common  shares  outstanding,   all
securities and options  convertible into, or exerciseable for, shares of ComLinx
common  stock shall be deemed to be converted or  exercised.  The parties  agree
that as of the date of this agreement,  ComLinx has 5,000 shares of common stock
outstanding after giving effect to such deemed conversion and exercise. If after
the date of this  agreement,  ComLinx shall issue any shares of common stock, or
any  securities or options  convertible  into, or  exerciseable  for,  shares of
ComLinx common stock,  other than for cash  consideration  (e.g., for services),
then the number of shares issuable upon exercise of the Archer Warrants shall be
increased to offset the resulting dilution to share ownership percentage.

     Examples of such calculation are set forth in the following table, based on
the 5,000 common shares deemed outstanding at the date of this agreement:

--------------------------------------------------------------------------------
Investment by Archer Lead     Warrant %          Number of ComLinx Common Shares
--------------------------------------------------------------------------------

$100,000                      0.2%                           10
--------------------------------------------------------------------------------
$1,000,000                    2.0%                          100
--------------------------------------------------------------------------------
$2,000,000                    4.0%                          200
--------------------------------------------------------------------------------

     This  agreement  may be cancelled  by either  party at any time,  provided,
however, that Archer shall be entitled to full compensation hereunder if ComLinx
shall close any equity  financing with any Archer Lead within three years of the
date of this Agreement.

COMLINX, INC.                                    ARCHER SYSTEM LTD. INC.



/s/Eric Korb                                     /s/Walter J. Krzanowski
------------                                     -----------------------
By: Eric Korb                                    By:Walter J. Krzanowski
    President and Chief Executive Officer           Treasurer

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