Exhibit 10.1

                     NATIONAL FINANCIAL COMMUNICATIONS CORP.
                              CONSULTING AGREEMENT


                  AGREEMENT  made  as of the 1st  day of  February,  2001 by and
            between  ARS  Networks,  maintaining  its  principal  offices at 100
            Walnut St, Champlain, NY 12919 (hereinafter referred to as "Client")
            and  National  Financial  Communications  Corp.  DBA/ OTC  Financial
            Network, a Commonwealth of Massachusetts corporation maintaining its
            principal offices at 300 Chestnut St, Suite 200,  Needham,  MA 02492
            (hereinafter referred to as the "Company").

                              W I T N E S S E T H :

                  WHEREAS,  Company is engaged in the business of providing  and
            rendering  public  relations  and  communications  services  and has
            knowledge,  expertise and personnel to render the requisite services
            to Client; and

                  WHEREAS,  Client is  desirous  of  retaining  Company  for the
            purpose of obtaining public  relations and corporate  communications
            services so as to better,  more fully and more  effectively deal and
            communicate  with  its  shareholders  and  the  investment   banking
            community.

                  NOW,  THEREFORE,  in  consideration of the premises and of the
            mutual covenants and agreements  contained  herein,  it is agreed as
            follows:

                  I. Engagement of Company.  Client herewith engages Company and
            Company agrees to render to Client public relations, communications,
            advisory and consulting services.

                  A. The consulting services to be provided by the Company shall
            include, but are not limited to, the development, implementation and
            maintenance  of  an  ongoing  program  to  increase  the  investment
            community's  awareness of Client's  activities  and to stimulate the
            investment  community's interest in Client. Client acknowledges that
            Company's   ability  to  relate   information   regarding   Client's
            activities is directly related to the information provided by Client
            to the Company.

                  B. Client  acknowledges  that Company will devote such time as
            is reasonably  necessary to perform the services for Client,  having
            due  regard  for  Company's  commitments  and  obligations  to other
            businesses for which it performs consulting services.

                  II. Compensation and Expense Reimbursement.

                  A.  Client  will  pay the  Company,  as  compensation  for the
            services  provided for in this  Agreement and as  reimbursement  for
            expenses  incurred by Company on Client's behalf,  in the manner set
            forth in  Schedule A annexed to this  Agreement  which  Schedule  is
            incorporated herein by reference.


<PAGE>

                  B. In addition to the compensation  and expense  reimbursement
            referred  to in Section  2(A)  above,  Company  shall be entitled to
            receive  from  Client  a  "Transaction  Fee",  as a  result  of  any
            Transaction  (as  described  below)  between  Client  and any  other
            company,  entity,  person,  group or persons or other party which is
            introduced  to, or put in contact  with,  Client by  Company,  or by
            which  Client  has been  introduced  to, or has been put in  contact
            with, by Company. A "Transaction"  shall mean merger, sale of stock,
            sale of assets, consolidation or other similar transaction or series
            or  combination of  transactions  whereby Client or such other party
            transfer to the other, or both transfer to a third entity or person,
            stock,  assets,  or any  interest in its  business  in exchange  for
            stock,  assets,  securities,  cash or  other  valuable  property  or
            rights,  or wherein they make a contribution  of capital or services
            to  a  joint  venture,   commonly   owned   enterprise  or  business
            opportunity   with  the  other  for  purposes  of  future   business
            operations and  opportunities.  To be a Transaction  covered by this
            section,  the  transaction  must  occur  during  the  term  of  this
            Agreement or the one year period  following  the  expiration of this
            Agreement.

            The  calculation of a Transaction  Fee shall be based upon the total
            value of the consideration,  securities,  property, business, assets
            or other value given,  paid,  transferred or contributed  by, or to,
            the  Client  and  shall  equal  5%  of  the  dollar   value  of  the
            Transaction.  Such  fee  shall  be paid by  certified  funds  at the
            closing of the Transaction.

                  Term and Termination.  This Agreement shall be for a period of
            one year  commencing  February 1, 2001 and  terminating  January 31,
            2002.  If the Client does not cancel the  contract  during the term,
            the contract will be automatically  extended for an additional three
            months.  Either party hereto shall have the right to terminate  this
            Agreement upon 10 days prior written notice to the other party after
            the first 90 days.

                  Treatment  of  Confidential  Information.  Company  shall  not
            disclose,  without the consent of Client, any financial and business
            information concerning the business,  affairs, plans and programs of
            Client which are delivered by Client to Company in  connection  with
            Company's services  hereunder,  provided such information is plainly
            and  prominently  marked in writing by Client as being  confidential
            (the "Confidential  Information").  The Company will not be bound by
            the  foregoing   limitation  in  the  event  (i)  the   Confidential
            Information is otherwise disseminated and becomes public information
            or (ii)  the  Company  is  required  to  disclose  the  Confidential
            Informational pursuant to a subpoena or other judicial order.

                  Representation   by   Company   of   other   clients.   Client
            acknowledges  and consents to Company  rendering  public  relations,
            consulting  and/or  communications  services to other clients of the
            Company engaged in the same or similar business as that of Client.

                  Indemnification  by  Client  as  to  Information  Provided  to
            Company. Client acknowledges that Company, in the performance of its
            duties,  will be required to rely upon the accuracy and completeness



<PAGE>

            of  information  supplied  to it by  Client's  officers,  directors,
            agents and/or employees.  Client agrees to indemnify,  hold harmless
            and defend Company,  its officers,  agents and/or employees from any
            proceeding  or suit which arises out of or is due to the  inaccuracy
            or incompleteness of any material or information  supplied by Client
            to Company.

                  Independent Contractor. It is expressly agreed that Company is
            acting as an  independent  contractor  in  performing  its  services
            hereunder.  Client shall carry no workers compensation  insurance or
            any  health  or  accident   insurance  on  Company  or  consultant's
            employees.   Client  shall  not  pay  any  contributions  to  social
            security, unemployment insurance, Federal or state withholding taxes
            nor  provide  any other  contributions  or  benefits  which might be
            customary in an employer-employee relationship.

                  Non-Assignment. This Agreement shall not be assigned by either
            party without the written consent of the other party.

                  Notices.  Any notice to be given by either  party to the other
            hereunder  shall be  sufficient if in writing and sent by registered
            or certified mail, return receipt requested, addressed to such party
            at the address specified on the first page of this Agreement or such
            other  address  as  either  party  may have  given  to the  other in
            writing.

                  Entire  Agreement.  The within  agreement  contains the entire
            agreement and  understanding  between the parties and supersedes all
            prior  negotiations,   agreements  and  discussions  concerning  the
            subject matter hereof.

                  Modification and Waiver.  This Agreement may not be altered or
            modified except by writing signed by each of the respective  parties
            hereof.  No breach or  violation of this  Agreement  shall be waived
            except in writing executed by the party granting such waiver.

                  Law to Govern; Forum for Disputes.  The Company and the Client
            agree that any legal disputes that may occur between the Company and
            the Client, and that arise out of, or are related in any way to, the
            Company  contract with the Client and/or its performance of services
            under the Contract or the  termination of this  contract,  and which
            disputes   cannot  be   resolved   informally,   shall  be  resolved
            exclusively  through final and binding private arbitration before an
            arbitrator mutually selected by the Company and the Client with each
            party to bear its own costs and  attorney  fees.  If the Company and
            the Client are unable to agree upon an arbitrator  within twenty-one
            (21) days after  either  party made a demand  for  arbitration,  the
            matter will be submitted for arbitration to the Boston office of the
            American  Arbitration  Association  pursuant to the rules  governing
            contract  dispute  resolution  in effect  as of  December  1,  1998.


<PAGE>

            Notwithstanding  the  foregoing,  in no  event  shall a  demand  for
            arbitration  be made  after  the date when  institution  of legal or
            equitable  proceedings based on such claim, dispute, or other matter
            in  question  would  be  barred  by  the   applicable   statutes  of
            limitation.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
            as of the day and year first written above.



                                       National Financial Communications Corp.


                                       By:
                                          -------------------------------------
                                          Geoffrey Eiten, President


                                      ARS Networks


                                       By:
                                          -------------------------------------
                                          Sidney Harland, Authorized Agent






<PAGE>



        SCHEDULE A-1 PAYMENT FOR SERVICES AND REIMBURSEMENT OF EXPENSES.

        SCHEDULE A-2 GRANT OF OPTIONS TO NATIONAL FINANCIAL COMMUNICATIONS
        IN ADVANCE OF SERVICES RENDERED



<PAGE>


             SCHEDULE A-1

             PAYMENT FOR SERVICES
             AND REIMBURSEMENT OF EXPENSES

                  A. For the  services to be rendered  and  performed by Company
            during the term of the  Agreement,  Client  shall pay to Company the
            sum of $7,000  per month  payable  in shares  plus 20% for paying in
            shares rather than cash.  The amount of shares will be determined by
            the share price at the date of this contract.  The Company will keep
            an  accounting of the sales of stock and deduct those sales from the
            $7,000 per month owed.  If those sales  exceed the monthly  fee, the
            excess  amount will be credited to the next month's  monthly fee. If
            there are not enough  dollars in shares to cover the $7,000  monthly
            fee,  the  Client  will  either pay  additional  shares or cover the
            deficit  or the  Company  will  pay the  deficit  in cash  for  that
            particular month.

                  For the period of February 1 to July 31, 2001 we will base the
            closing bid price as of the date of this contract,, $7,000 per month
            plus 20%  premium  (based on the closing  price  February 1, 2001 of
            $1.2188, ARS will issue 41,350 shares for this period.).

                  Quarterly thereafter, in advance for the $7,000 per month plus
            a 20% stock  premium  based on the lower of the closing bid price at
            July 31 and October 31, 2001  respectively  and $2.50 per share. The
            maximum  number of shares that will be issued related to any quarter
            will be 42,000.

                  B. Client shall also reimburse  Company for all reasonable and
            necessary  out-of-pocket expenses incurred in the performance of its
            duties for Client upon  presentation of statements  setting forth in
            reasonable  detail the amount of such  expenses.  Company  shall not
            incur any  expense  for any  single  item in  excess of $250  either
            verbally or written  except  upon the prior  approval of the Client.
            Company agrees that any travel, entertainment or other expense which
            it may  incur and  which  may be  referable  to more than one of its
            clients  (including  Client) will be prorated  among the clients for
            whom such  expense has been  incurred.  Shares will be accepted  for
            payment of  expenses in the same manner as the base fee per month in
            Paragraph A above.

                                        National Financial Communications Corp.

                                        By:
                                           -------------------------------------
                                            Geoffrey Eiten, President


                                        ARS Networks

                                        By:
                                           -------------------------------------
                                            Sidney Harland, Authorized Agent


<PAGE>


            SCHEDULE A-2

            GRANT OF  OPTIONS TO  NATIONAL  FINANCIAL  COMMUNICATIONS  CORP.  IN
            ADVANCE OF  SERVICES RENDERED*

                  A. Grant of Options and Option Exercise Price. As compensation
            for  the  services  to be  rendered  by  Company  hereunder,  Client
            herewith  issues and grants to Company stock options (the "Options")
            to purchase an aggregate of 500,000 shares of Client's  Common Stock
            at an exercise price of $1.00 per share. The Options are exercisable
            upon and subject to the terms and conditions  contained herein.  The
            Options are  exercisable  during the period  commencing  on the date
            hereof and ending three years  subsequent to the termination date of
            this Agreement.

                  B.  Manner of  Exercise.  Exercise  of any of the  Options  by
            Company  shall  be  by  written  notice  to  Client  accompanied  by
            Company's  certified  or bank  check for the  purchase  price of the
            shares  being  purchased.  Upon  receipt of such notice and payment,
            Client shall promptly cause to be issued,  without transfer or issue
            tax to the option  holder or other  person  entitled to exercise the
            option,  the  number  of  shares  for  which  the  Option  has  been
            exercised,  registered  in the name of Company.  Such  shares,  when
            issued, shall be fully paid and non-assessable.

                  C. Option Shares.  Company  acknowledges that any shares which
            it may acquire  from Client  pursuant to the exercise of the Options
            provided  for herein will not have been  registered  pursuant to the
            Securities  Act of 1933,  as amended  (the  "Securities  Act"),  and
            therefore may not be sold or  transferred  by Company  except in the
            event that such shares are the subject of a  registration  statement
            or any future  sale or  transfer  is, in the  opinion of counsel for
            Client,   exempt   from  such   registration   provisions.   Company
            acknowledges  that any shares  which it may acquire  pursuant to the
            exercise  of the  Options  will  be for  its  own  account  and  for
            investment  purposes  only  and  not  with a view to the  resale  or
            redistribution of same.  Company further consents that the following
            legend be placed upon all  certificates  for shares of Common  Stock
            which may be issued to Company upon the exercise of the Options:

            "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT
            BE SOLD OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE OF AN  EFFECTIVE
            REGISTRATION  STATEMENT  UNDER  THE  ACT OR AN  OPINION  OF  COUNSEL
            SATISFACTORY  TO  THE  CORPORATION  THAT  SUCH  REGISTRATION  IS NOT
            REQUIRED."

            Company further  consents that no stop transfer  instructions  being
            placed  against  all  certificates  may not be issued to it upon the
            exercise of the Options.

                  (i) If the Client  executes a Registration  during the term of
            the  contract,  then  the  Company's  shares  will be  added to this
            Registration  at no cost to the  Company.  The Client shall bear all
            costs and expenses attributable to such registration, excluding fees
            and expenses of Company's  counsel and any  underwriting  or selling

<PAGE>

            commission.   Client  shall  maintain  the   effectiveness  of  such
            registration throughout the term of this Agreement and for a 120 day
            period thereafter.

                  (ii)  Notwithstanding  the foregoing,  if the Shares  issuable
            upon exercise of the Options are not otherwise  registered under the
            Securities  Act and the  Client  shall  at any time  after  the date
            hereof propose to file a registration statement under the Securities
            Act,  which  registration  statement  shall include shares of Common
            Stock of  Client  or any  selling  shareholder,  Client  shall  give
            written  notice to Company of such  proposed  registration  and will
            permit Company to include in such  registration  all Shares which it
            has  acquired as of the date of such  notice.  The Client shall bear
            all costs and expenses attributable to such registration,  excluding
            fees and  expenses  of  Company's  counsel and any  underwriting  or
            selling commission.

             D.   Adjustments in Option Shares.

                  (i) In the event that Client shall at any time  sub-divide its
            outstanding  shares of Common Stock into a greater number of shares,
            the Option purchase price in effect prior to such sub-division shall
            be proportionately  reduced and the number of shares of Common Stock
            purchasable  shall  be  proportionately   increased.   In  case  the
            outstanding  shares of Common Stock of Client shall be combined into
            a smaller  number of  shares,  the Option  purchase  price in effect
            immediately  prior  to such  combination  shall  be  proportionately
            increased and the number of shares of Common Stock purchasable shall
            be proportionately reduced.

                  (ii) In case of any  reclassification or change of outstanding
            shares of Common Stock  issuable upon exercise of this Option (other
            than change in par value, or from par value to no par value, or from
            no par  value to par  value,  or as a  result  or a  subdivision  or
            combination),  or in  case of any  consolidation  or  merger  of the
            Client  with or into  another  corporation  (other  than a merger in
            which the Client is the  continuing  corporation  and which does not
            result in any  reclassification  or change of outstanding  shares of
            Common Stock,  other than a change in number of the shares  issuable
            upon exercise of the Option) or in case of any sale or conveyance to
            another  corporation of the property of the Client as an entirety or
            substantially  as an entirety,  the Holder of this Option shall have
            the right  thereafter  to  exercise  this  Option  into the kind and
            amount  of  shares  of  stock  and  other  securities  and  property
            receivable  upon  such  reclassification,   change,   consolidation,
            merger,  sale or  conveyance  by a holder of the number of shares of
            Common  Stock of the  Client  for which the  Option  might have been
            exercised  immediately  prior  to  such  reclassification,   change,
            consolidation,  merger,  sale or  conveyance.  The above  provisions
            shall similarly apply to successive reclassifications and changes of
            shares of Common Stock and to  successive  consolidations,  mergers,
            sales or conveyances.

                  (iii) The Company  reserves the right to assign these  options
            to a third party at its own discretion.



<PAGE>

                                        National Financial Communications Corp.


                                        By:
                                           ------------------------------------
                                           Geoffrey Eiten, President


                                        ARS Networks

                                        By:
                                           ------------------------------------
                                           Sidney Harland, Authorized Agent


                  *National  Financial  Communications  (NFC) will  receive  the
                  options in Schedule  A-2.  Fifty  percent (50%) of any profits
                  received through the exercising of options will be credited to
                  the client's  account while this contract is in force.  If the
                  contract  is  cancelled  by the  client,  any credit  with the
                  client will become an asset of NFC and any unexercised options
                  remaining  will remain an asset of NFC three years  subsequent
                  to the termination of this agreement.