EXHIBIT 10.10


     January  29th,  2002




     Inc.  Financial  Group  LLC

www.21ep.com
------------



CONSULTING  AGREEMENT  FOR:

                           ARS NETWORKS, INCORPORATED








                            CONSULTANT  AGREEMENT
                            ---------------------

            Agreement  made this 29th day of January 2002, between ARS Networks,
Incorporated, 100 Walnut Street, Champlain, New York 12919 (hereinafter referred
to  as  "Corporation"),  and  Inc. Financial Group LLC. at 15800 John J. Delaney
Drive,  Suite  325,  Charlotte,  NC  28277      (hereinafter  referred  to  as
"Consultant"):

     In  consideration  of  the mutual promises contained in this Agreement, the
contracting  parties  agree  as  follows:

     RECITALS:

     The  Corporation desires to engage the services of the Consultant to act as
special  corporate  development  counsel  for  the  Corporation  and  to perform
consulting services regarding all phases of the Corporation's "Public Relations"
in  the  area  of  investor  relations  and  broker/dealer relations as such may
pertain  to  the  operation  of  the  Corporation's  business.

     The Consultant desires to consult with the Board of Directors, the Officers
of the Corporation, and certain administrative staff members of the Corporation,
and  to  undertake  for  the Corporation consultation as to the company's public
relations  activities  involving  corporate  relations  and  relationships  with
various  broker/dealers  involved  in  the  regulated  securities  industry.


     AGREEMENT

     TERM

     1.     The  respective  duties  and  obligations of the contracting parties
shall  be  for a period of SIX (6) months commencing on the date first appearing
above.  This  Agreement  may  be terminated by either parties only in accordance
with  the  terms  and  conditions  set  forth  in  Paragraph  7,  below.

     SERVICES  PROVIDED  BY  CONSULTANT

     2.     Consultant  will  provide consulting services in connection with the
Corporation's  "public  relations"  dealings  with  NASD  broker/dealers and the
investing  public. (At no time shall the Consultant provide services which would
require  Consultant  to  be  registered  and  licensed with any federal or state
regulatory  body  or self-regulating agency.) During the term of this Agreement,
Consultant  will  provide  those  services  customarily  provided  for  a public
relations  firm  to  a Corporation, including but not necessarily limited to the
following:


(a)     Aiding  a  Corporation  in  developing  a  marketing  plan  directed  at
informing  the  public  as  to  the  business  of  the  Corporation;  and

<PAGE>
(b)     Providing  assistance  and expertise in devising an advertising campaign
in  conjunction   with  the  marketing  campaign  as set forth in (a) above; and
(c)     Advise the Corporation in dealing with institutional investors as it
pertains to the          Company's offerings of its securities; and
(d)     Aid and advise the Corporation in establishing a means of securing
nationwide interest in the Corporation's securities; and
(e)     Aid and assist the Corporation in developing an (investor friendly)
"web site"
(f)     Aid and consult the Corporation in the preparation and dissemination of
all "due          diligence" packages requested by and furnished to NASD
registered broker/dealers      and/or other institutional and/or fund managers
requesting such information from the   Corporation; and
..
          COMPENSATION

     3.    In  consideration  for  the  services  provided  by  Consultant  to
Corporation,  the  Corporation  shall  pay  or  cause  to  be  delivered  to the
Consultant,  on  the  execution of this Agreement, or as otherwise provided, the
following:

(a)     1,000,000  free  trading  shares of company stock to be delivered day of
signing.


     COMPLIANCE


<PAGE>
     4.     In the event the shares of the Corporation are not presently trading
on any recognized market, the said shares delivered by Corporation to Consultant
will,  at  that  particular  time,  be  "free trading," or, if a registration is
contemplated,  the  shares shall have "piggy back" registration rights and will,
at  the  expense  of  the  Corporation,  be  included  in  said  registration.

     REPRESENTATIONS  OF  CORPORATION

     5.     (a).  The Corporation, upon entering this Agreement, hereby warrants
and  guarantees  to  the Consultant that all statements, either written or oral,
made  by the Corporation to the Consultant are true and accurate, and contain no
misstatements  of  a  material  fact.  The  Corporation  acknowledges  that  the
information  it  delivers  to  the  Consultant will be used by the Consultant in
preparing  materials  regarding  the  Company's  business,  including  but  not
necessarily  limited  to,  its  financial  condition,  for  dissemination to the
public.  Therefore, in accordance with Paragraph 6, below, the Corporation shall
hold  harmless the Consultant from any and all errors, omissions, misstatements,
negligent  or intentional misrepresentations, in connection with all information
furnished  by  Corporation to Consultant, in accordance with and pursuant to the
terms  and  conditions  of  this  Agreement for whatever purpose or purposes the
Consultant sees fit to use said information.  The Corporation further represents
and  warrants  that  as  to  all  matters  set  forth within this Agreement, the
Corporation will maintain independent legal counsel to advise the Corporation of
all matters concerning, but not necessarily limited to, corporate law, corporate
relations, investor relations, all manners concerning and in connection with the
Company's  activities  regarding  the Securities Act of 1933 and 1934, and state
Blue  Sky  laws.

     (b).  In  addition  to  the representations and warranties set forth above,
the  Corporation further warrants to the Consultant that the share makeup of the
Corporation  is  as  follows:
1.  Authorized:  50,000,000  shares.
3.  Outstanding:  18,500,000  shares.  (est)
4.  Free  trading:  (Float)  5,000,000  shares.
5.  Shares  subject  to  Rule  144  restrictions:  (est)  3,500,000  shares.

                        REPRESENTATIONS OF THE CONSULTANT

6.     The  Consultant  represents  to  the  Company  that:

a.     The  Consultant  has  the  expertise, skills and resources to perform the
services  as  outlined  in  paragraph  2  above;  and
b.     The Consultant has never been fined, censured or restricted from
providing such services by any Federal or State regulatory authority.


     LIMITED  LIABILITY

     7.     With  regard  to  the  services  to  be  performed by the Consultant
pursuant  to  the terms of this Agreement, the Consultant shall not be liable to
the  Corporation,  or  to anyone who may claim any right due to any relationship
with the Corporation, or any acts or omissions in the performance of services on
the  part  of  the  Consultant, or on the part of the agents or employees of the
Consultant,  except when said acts or omissions of the Consultant are due to its
willful  misconduct  or  culpable  negligence.




<PAGE>
     TERMINATION

     8.     This  Agreement may be terminated by either party upon the giving of
not  less than thirty (30) days written notice, delivered to the parties at such
address  or  addresses  as  set  forth  in  Paragraph  9,  below.

     In  the event this Agreement is terminated by the Corporation, compensation
to  the  consultant  will  be  adjusted  as  follows:

a)     In  the event that this Agreement is terminated by the Corporation within
the  first  three months of the Agreement, the consultant will retain 2/3 of the
fees  paid  pursuant  to  paragraph  3  above and return 1/3 to the corporation.
b)     In the event that the Corporation terminates this contract after the
initial three month term has expired, the Consultant will retain the entire fee
pursuant to paragraph 3 above.

     In  the  event this Agreement is terminated by Consultant, a portion of the
compensation  paid  by  Corporation  to  Consultant  shall  be "back-charged" to
Consultant,  and  payable  to  the  Corporation  as  follows:

a)     In  the  event  the Agreement is terminated by the Consultant in months 1
through 3, Consultant shall repay to Corporation two thirds (2/3rds) of the fees
paid  pursuant  to  Paragraph  3  above.

b)     In  the  event  the  Consultant terminates this Agreement during months 4
through  6, the Corporation shall be entitled to a return of fifty percent (50%)
of the fees paid in accordance with Paragraph 3 above; thereafter, all fees paid
shall  be  deemed  earned.

     In  the  event  of a termination by either party, any repayment of funds or
stock  due  from  Consultant  to  Corporation  may be paid either in cash or the
equivalent  number  of shares of the Corporation received by Consultant from the
Corporation  in  accordance with Paragraph 3 above, payable at the option of the
Consultant.  The  valuation  of said shares for purposes of repayment of shares,
shall be the bid price of said shares as of the date shares are tendered back to
the  Corporation.  If  there is no bid price, then the price shall be agreed to,
by  separate writing, to be determined by the parties upon the execution of this
agreement.

          NOTICES

     9.     Notices  to  be  sent  pursuant  to the terms and conditions of this
Agreement,  shall  be  sent  as  follows:

     As  to  Consultant:
     ------------------
Inc.  Financial  Group  LLC
15800  John  J  Delaney  Drive  Ste  325
Charlotte,  NC  28277

     As  to  Corporation:
     -------------------
ARS  Networks,  Incorporated
100  Walnut  Street
Champlain,  NY  12919

          ATTORNEYS'  FEES

     10.     In  the event any litigation or controversy, including arbitration,
arises  out  of or in connection with this Agreement between the parties hereto,
the  prevailing  party  in such litigation, arbitration or controversy, shall be
entitled  to  recover from the other party or parties, all reasonable attorneys'
fees,  expenses  and suit costs, including those associated within the appellate
or  post  judgment  collection  proceedings.

     ARBITRATION

     11.     In  connection  with  any  controversy  or  claim arising out of or
relating to this Agreement, the parties hereto agree that such controversy shall
be  submitted  to  arbitration,  in  conformity with the Federal Arbitration Act
(Section  9  U.S. Code Section 901 et seq), and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment rendered as
a  result of the arbitration of any dispute herein, shall upon being rendered by
the  arbitrators  be  submitted  to a Court of competent jurisdiction within the
State  of  North Carolina or in any state where a party to this action maintains
its  principal  business  or  is  a  Corporation  incorporated  in  said  state.


                                  GOVERNING LAW

     12.     This  Agreement shall be construed under and in accordance with the
laws  of the State of North Carolina, and all obligations of the parties created
under it are performed in Charlotte, North Carolina. Further, in any controversy
arising  out  of  this  Agreement, wherein arbitration is elected, the venue for
said arbitration shall be in Mecklenburg County, North Carolina, and all parties
hereby  consent  to  that  venue as the proper jurisdiction for said proceedings
provided  herein.

                                  PARTIES BOUND

     13.     This  Agreement shall be binding on and inure to the benefit of the
contracting  parties  and  their  respective  heirs, executors, administrations,
legal representatives, successors, and assigns when permitted by this Agreement.

                               LEGAL CONSTRUCTION

     14.     In  case  any  one  or  more  of  the  provisions contained in this
Agreement  shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, the invalidity, illegality, or unenforceability shall not affect
any  other  provision,  and this Agreement shall be construed as if the invalid,
illegal,  or  unenforceable  provision  had  never  been  contained  in  it.



                           PRIOR AGREEMENTS SUPERSEDED

     15.     This  Agreement  constitutes  the  sole  and  only Agreement of the
contracting  parties  and supersedes any prior understandings or written or oral
agreements  between  the respective parties. Further, this Agreement may only be
modified  or  changed  by  written  agreement  signed  by  all  parties  hereto.

                  MULTIPLE COPIES OR COUNTERPARTS OF AGREEMENT

     16.     The  original  and  one  or  more  copies  of this Agreement may be
executed  by  one  or  more  of  the  parties hereto. In such event, all of such
executed  copies  shall have the same force and effect as the executed original,
and  all  of  such  counterparts taken together shall have the effect of a fully
executed  original.  Further,  this  Agreement  may be signed by the parties and
copies  hereof  delivered  to  each party by way of fascimilie transmission, and
such  fascimilie  copies  shall  be  deemed  original copies for all purposes if
original  copies  of  the  parties'  signatures  are  not  delivered.



     *Inc  Financial  Group LLC CANNOT use any shares received from ARS Networks
Inc.  to  cover  any  short  positions.

                                    HEADINGS

     17.     Headings  used  throughout  this  Agreement  are  for reference and
convenience, and in no way define, limit or describe the scope or intent of this
Agreement  or  effect  its  provisions.


     IN  WITNESS  WHEREOF,  the  parties have set their hands and seal as of the
date  written  above.


     ARS  Networks,  Incorporated


     BY:  /s/  Sydney  Harland
          --------------------
     President


     Inc.  Financial  Group  LLC


     BY:  /s/  David  Wood
          ----------------
        President








           Instructions for delivery of stock certificates or checks::

                         MAILING CERTIFICATES OR CHECKS

                            Inc. Financial Group LLC
                       15800 John J Delaney Drive Ste 325
                               Charlotte, NC 28277


                             a.     DTC Instructions

          Please DTC 1,000,000 shares of ARSN to the following account:


                            Inc. Financial Group LLC
                             Raymond James Financial
                                   DTC # 0725