EXHIBIT 10.35

                          CONSULTING SERVICES AGREEMENT

        THIS CONSULTING  SERVICES AGREEMENT (the "AGREEMENT")  entered into this
14th day of June,  2001,  (hereinafter  the  "EFFECTIVE  DATE"),  by and between
CELERITY SYSTEMS,  INC., a Delaware  corporation (the "COMPANY"),  and YORKVILLE
ADVISORS,  LLC, a Delaware limited liability company,  with its principal office
at 521 Fifth Avenue, 17th Floor, New York, NY 10175 (the "CONSULTANT").

        Company  desires to retain the services of Consultant as an  independent
contractor to provide certain consulting and advisory services designated below,
and  Consultant  desires to accept such  engagement by Company,  pursuant to the
terms and conditions of this Agreement.

        In consideration of the  representations,  warranties,  mutual covenants
and agreements set forth herein, the parties agree as follows:

        1. SCOPE OF SERVICES

           a. DUTIES AND PERFORMANCE.  From time to time during the term of this
Agreement,  Consultant  shall  provide such  advisory  services  relating to the
Company's  financial status and capital structure (the "SERVICES") to Company as
Consultant and Company shall agree. In connection with the Services,  Consultant
may develop and  communicate  to Company  certain  business  opportunities  with
entities  known  to  Consultant;  the  Services  may  include  various  types of
arrangements, including direct investment into Company.

           b. INDEPENDENT  CONTRACTOR  STATUS. The parties agree that Consultant
is an independent  contractor  performing Services hereunder and not an employee
of  Company.   Consultant  may  use   contractors  or  other  third  parties  of
Consultant's  choice to assist  Consultant in rendering  such  Services.  Unless
otherwise  agreed by Company in writing,  Consultant  shall be  responsible  for
payment of all  compensation  or expenses  payable or reimbursable to such third
parties.  Nothing herein or in the performance hereof shall imply either a joint
venture or  principal  and agent  relationship  between the  parties,  nor shall
either such relationship be deemed to have arisen under this Agreement.

        2. COMPENSATION AND EXPENSES

           a. FINDER'S FEE; NOT A BROKER. In the event of financing  pursuant to
the Equity Line of Credit  Agreement  dated as of the date hereof by and between
the Company and Cornell  Capital  Partners,  L.P.  (the  "EQUITY  LINE OF CREDIT
AGREEMENT"),  Company  shall  issue  to  Consultant  or its  assignee,  upon the
execution of the Equity Line of Credit  Agreement,  a warrant to purchase  three
million five hundred thousand  (3,500,000) shares of Common Stock of the Company
(the "CONSULTANT'S  COMMON STOCK") at an exercise price of ten cents ($0.10) per
share (the  "WARRANT").  As long as the shares of Common Stock to be issued upon
exercise of the Warrant are  registered  pursuant to an  effective  Registration
Statement, the Consultant shall only exercise the Warrant for cash. In the event
at any time no such effective Registration Statement is in existence, whether as
a result of the issuance of a stop order or the  suspension of the  Registration
Statement by the SEC or for any other reason whatsoever, then the Warrant may be

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exercised by a "CASHLESS  EXERCISE"  pursuant to the terms of the  Warrant.  The
Warrant  will  have a life of five  (5)  years  from the  date of  issuance.  In
addition, the Company shall pay to the Consultant cash compensation equal to ten
percent (10%) of the gross proceeds of any Advance under the terms of the Equity
Line of Credit Agreement to be paid directly out of escrow.

           b. AUDIT OF BOOKS AND RECORDS.  Company shall  maintain all books and
records  necessary to account for all  transactions  involving fees which may be
payable hereunder.  Consultant and Consultant's professional advisors may audit,
review or examine such books and records at any time during  business hours upon
twenty-  four (24)  hours'  prior  notice  but not more than once each  calendar
quarter.  If as a result of such  review,  Consultant  determines  that  Company
received funds for which Consultant was not properly  compensated,  then Company
(i) shall be responsible for fully  reimbursing  Consultant for the cost of such
review,  audit or  examination  and (ii) shall pay any amount  determined  to be
payable to  Consultant  within three (3) days of receipt of written  notice from
Consultant  plus  interest at the rate of ten  percent  (10%) per annum from the
date on which payment should have been made to Consultant.

           c. EXPENSE REIMBURSEMENT.  While this Agreement is in effect, Company
shall pay for or reimburse  Consultant for all reasonable and itemized  business
expenses incurred by Consultant directly related to the services to be performed
by Consultant under this Agreement.  Consultant shall keep accurate and detailed
records  of such  expenses  and  submit  expense  reports  along  with  relevant
documentation  in accordance with the expense  reimbursement  policy of Company.
Company  shall pay or  reimburse  Consultant  for all  reasonable  out-of-pocket
expenses  actually  incurred or paid by  Consultant  in the course of performing
services as required hereunder;  PROVIDED, that any individual expense in excess
of five hundred dollars ($500.00) must be approved in advance by Company.

           d.  NON-CIRCUMVENTION.  Company  represents and warrants that Company
shall  take no  action  which  shall  result  in  Company  and  any  third-party
introduced to Company,  directly or  indirectly,  by Consultant  consummating  a
relationship  or  transaction  with  Company  without  the   participation   and
compensation  of  Consultant.   In  the  event  Company   consummates  any  such
transaction,  Company shall pay Consultant the fees set forth in Section 2(a)(i)
hereof at the time of closing such  transaction  or  transactions.  In the event
Consultant  brings an action or seeks counsel to enforce the  provisions of this
Section 2(d), Company shall be responsible for all fees and expenses incurred by
Consultant  including  fees and  expenses  of any  appeal or  collection  of any
judgment.

           e. REGISTRATION  RIGHTS.  Subject to the terms and conditions of this
Agreement, Company shall notify the holder of Registrable Securities (as defined
below) in writing at least ten (10) days prior to the filing of any registration
statement  under the 1933 Act for purposes of a public offering of securities of
Company  (including,  but not limited to,  registration  statements  relating to
secondary  offerings of  securities of Company,  but excluding any  registration
statement relating to any employee benefit plan or with respect to any corporate
reorganization  or other  transaction  under  Rule 145 of the 1933 Act) and will
afford each such holder an opportunity to include in such registration statement
all or part of such Registrable  Securities held by such holder.  Each holder of
Registrable  Securities desiring to include in any such registration  statement,
all of part of the Registrable Securities held by it shall, within ten (10) days
after the  above-described  notice from Company,  so notify  Company in writing.


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Such notice shall state the intended  method of disposition  of the  Registrable
Securities  held by such holder.  If a holder  decides not to include all of its
Registrable  Securities  in  the  registration  statement  thereafter  filed  by
Company,  such holder shall  nevertheless  continue to have the right to include
any  Registrable   Securities  in  any  subsequent   registration  statement  or
registration  statements as may be filed by Company with respect to offerings of
its securities, all upon the terms and conditions set forth herein. "REGISTRABLE
SECURITIES"  means the  shares of  Consultant's  Common  Stock  issuable  to the
Consultant pursuant to this Agreement.

        3. INDEMNIFICATION

        EXHIBIT  A  attached  hereto  and  made a part  hereof  sets  forth  the
understanding of the parties with respect to the indemnification and exculpation
of Consultant.  The  provisions of EXHIBIT A shall  survive,  and remain in full
force and effect after, the termination of this Agreement until fully performed.

        4. TERM AND TERMINATION

        The initial term of this Agreement  shall be for a period  commencing on
the Effective Date hereof and ending on the second (2nd) year anniversary of the
date of this Agreement;  thereafter,  unless previously terminated,  and neither
party has given notice of  termination,  this Agreement  shall be  automatically
renewed  for  successive  year  periods of one (1) year each.  Either  party may
terminate  this  Agreement  without cause or without the necessity of specifying
cause by giving written notice of termination to the other party. This Agreement
shall  terminate  upon  its  expiration  or  upon  receipt  of  this  notice  of
termination by the non-terminating party. Upon termination or expiration of this
Agreement,  Company shall pay to Consultant  all amounts due through the date of
termination  within  thirty  (30)  days  of  said  date.   Notwithstanding   the
termination of this  Agreement,  Sections 2, 3 and 5 shall continue in force and
effect and shall survive any such termination. In addition,  notwithstanding any
termination of this Agreement,  Consultant  shall be entitled to the amounts set
forth in Section 2(a)(i) with respect to any funds received by Company  pursuant
to the Equity Line of Credit Agreement.

        5. MISCELLANEOUS

           a. NOTICE. All notices and other communications hereunder shall be in
writing  and  delivered  by Federal  Express or any other  generally  recognized
overnight delivery service,  or by hand, to the appropriate party at the address
stated in the  initial  paragraph  of this  Agreement  for such party or to such
other address as a party  indicates in a notice to the other party  delivered in
accordance with this Section.

           b.  SEVERABILITY.  Should one or more provisions of this Agreement be
held  unenforceable,  for whatever cause,  the validity of the remainder of this
Agreement shall remain unaffected.  The parties shall, in such event, attempt in
good faith to agree on new  provisions  which best  correspond  to the object of
this Agreement.

           c. ENTIRE  AGREEMENT.  The parties have  entered into this  Agreement
after  negotiations  and  discussions,  an  examination  of  its  text,  and  an
opportunity  to  consult   counsel.   This  Agreement   constitutes  the  entire
understanding  between the parties  regarding to specific subject matter covered
herein. This Agreement supersedes any and all prior written or oral contracts or


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<PAGE>

understandings  between the parties  hereto and neither  party shall be bound by
any  statements  or  representations  made by either  party not embodied in this
Agreement.  No provisions herein contained shall be waived, modified or altered,
except by an instrument in writing, duly executed by the parties hereto.

           d. GOVERNING  LAW. This Agreement  shall be governed by and construed
in accordance  with the laws of the State of New York,  without giving effect to
any choice of law of conflict of law provision or rule whether such provision or
rule is that of New  York or any  other  jurisdiction.  Each  party  irrevocably
consents  to the  exclusive  personal  jurisdiction  of New  York  State  courts
situated in the county in which Consultant is located in New York, or the United
States District Court, or the Southern  District of New York, in connection with
any action,  suit or proceeding  relating to or arising out of this Agreement or
any of the transactions or relationships contemplated hereby. Each party, to the
maximum extent permitted by law, hereby waives any objection that such party may
now have or hereafter  have to the  jurisdiction  of such courts on the basis of
inconvenient  forum  or  otherwise.  Each  party  waives  trial  by  jury in any
proceeding that may arise with respect to this Agreement.

           e. NO  IMPLIED  WAIVERS.  No delay or  omission  by  either  party to
exercise its rights and remedies in connection with the breach or default of the
other shall operate as or be construed as a waiver of such rights or remedies as
to any subsequent breach.

           f.  COUNTERPARTS.  This  Agreement  may be  executed in any number of
counterparts,  but all  counterparts  hereof shall  together  constitute but one
agreement.  In proving this  Agreement,  it shall not be necessary to produce or
account for more than one counterpart signed by both of the parties.

           g. BINDING  NATURE.  This  Agreement  shall be binding upon and shall
inure to the benefit of the successors and assigns of the respective  parties to
this Agreement.

           h.  CAPACITY.  Company  represents  to  Consultant  that each  person
signing this  Agreement on its behalf has the full right and authority to do so,
and to perform its obligations under this Agreement.

           i.  ATTORNEYS'  FEES.  In  the  event  of  any  litigation  or  other
proceeding  arising out of or in connection with this Agreement,  the prevailing
party or parties shall be entitled to recover its or their reasonable attorneys'
fees and court costs from the other party or parties.

           j.  CAPTIONS.  The captions  appearing in this Agreement are inserted
only as a matter of convenience and for reference and in no way define, limit or
describe the scope and intent of this Agreement or any of the provisions hereof.







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<PAGE>

        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.

YORKVILLE ADVISORS, LLC                   CELERITY SYSTEMS, INC.

By:                                       By:
   -----------------------------             -----------------------------------
Name:                                     Name:      Kenneth D. Van Meter
     ---------------------------
Title:                                    Title:     President
      --------------------------



















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                                    EXHIBIT A

        The Company will  indemnify  and hold  harmless the  Consultant  and its
affiliates  and  their  respective  directors,  members,  officers,  agents  and
employees  and  each  other  person  controlling  the  Consultant  or any of its
affiliates  for any losses (i)  related to or arising out of (A) oral or written
information  provided  by  the  Company  to  the  Consultant,  the  Consultant's
employees  or other  agents or (B) any other  action  or  failure  to act by the
Consultant,  its members,  officers, agents or employees or by the Consultant or
any other  indemnified  party at the  Company's  request  or with the  Company's
consent,  or  otherwise  related to or arising  out of the  consulting  services
provided  or  to be  provided  by  the  Consultant  under  this  Agreement  (the
"ENGAGEMENT") or any transaction or conduct in connection therewith, except that
this  clause  (ii) shall not apply with  respect to any losses  that are finally
judicially  determined  to have  resulted  from the gross  negligence or willful
misconduct of such indemnified party.

        If the foregoing  indemnity is unavailable to any indemnified  party for
any reason,  the Company will contribute to any losses related to or arising out
of the  Engagement  or any  transaction  or conduct in  connection  therewith as
follows.  With respect to such losses referred to in clause (i) of the preceding
paragraph,  each of the  Company and the  Consultant  shall  contribute  in such
proportion  as is  appropriate  to reflect the  relative  benefits  received (or
anticipated  to be  received)  by the  Consultant  on the one  hand,  and by the
Company and its security holders, on the other hand, from the actual or proposed
transaction arising in connection with the Engagement. With respect to any other
losses,  and for losses referred to in clause (i) of the preceding  paragraph if
the allocation provided by the immediately preceding sentence is unavailable for
any reason,  each of the Company and the  Consultant  shall  contribute  in such
proportion as is  appropriate  to reflect not only the relative  benefits as set
forth above,  but also the relative fault of each the Company and the Consultant
in connection with the actions, omissions or other conduct that resulted in such
losses,  as  well  as any  other  relevant  equitable  considerations.  Benefits
received (or anticipated to be received) by the Company and its security holders
shall be deemed to be equal to the  aggregate  cash  consideration  and value of
securities or any other property payable, issuable, exchangeable or transferable
in such  transaction  or  proposed  transaction,  and  benefits  received by the
Consultant shall be deemed to be equal to the  compensation  paid by the Company
to the Consultant in connection  with the Engagement  (exclusive of amounts paid
for  reimbursement  of expenses or paid under this  Agreement).  Relative  fault
shall be determined  by reference  to, among other  things,  whether any alleged
untrue statement of omission or any other alleged conduct relates to information
provided  by the  Company or other  conduct  by the  Company  (or the  Company's
employees or other agents), on the one hand, or by the Consultant,  on the other
hand. The parties agree that it would not be just and equitable if  contribution
were determined by pro rata allocation or by any other method of allocation that
does not  take  account  of the  equitable  considerations  referred  to  above.
Notwithstanding anything to the contrary above, in no event shall the Consultant
be  responsible  for any  amounts  in excess of the  amount of the  compensation
actually paid by the Company to the Consultant in connection with the Engagement
(exclusive  of amounts  paid for  reimbursement  of  expenses or paid under this
Agreement).


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<PAGE>

        The Company  agrees that it will not,  without prior written  consent of
the Consultant,  settle any pending or threatened claim or proceeding related to
or arising out of the Engagement or any actual or proposed transactions or other
conduct  in  connection   therewith  (whether  or  not  the  Consultant  or  any
indemnified party is a party to such claim or proceeding) unless such settlement
includes a provision  unconditionally  releasing the  Consultant  and each other
indemnified  party from,  and holding all such  persons  harmless  against,  all
liability in respect of claims by any releasing  party related to or arising out
of the Engagement or any  transactions or conduct in connection  therewith.  The
Company will also promptly  reimburse  each  indemnified  party for all expenses
(including  counsel fees and expenses) as they are incurred by such  indemnified
party in connection with investigating,  preparing for, defending,  or providing
evidence in, any pending or threatened claim or proceeding related to or arising
out of the engagement or any actual or proposed  transaction or other conduct in
connection  therewith  or  otherwise  in  respect  of which  indemnification  or
contribution may be sought hereunder (whether or not the Consultant or any other
indemnified  party is a party to such claim or  proceeding) or in enforcing this
Agreement.

        The  Company  further  agrees  that the  Consultant  shall  not have any
liability (whether direct or indirect,  in contract or tort or otherwise) to the
Company or any of the Company's affiliates, creditors or security holders for or
in  connection  with the  Engagement or any actual or proposed  transactions  or
other conduct in connection  therewith except for losses incurred by the Company
that  are  finally  judicially  determined  to  have  resulted  from  the  gross
negligence or willful misconduct of the Consultant.

        The provisions set forth above shall remain in full force and effect and
shall survive the completion or termination of the Engagement.











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