Exhibit 10.05

                          CONSULTING SERVICES AGREEMENT

         CONSULTING SERVICES AGREEMENT entered into this 22nd day of March, 2000
(hereinafter  "Effective  Date")  by  and  between  ARS  NETWORKS,  INC.,  a New
Hampshire corporation with its principal office at 100 Walnut Street, Champlain,
New York,  12919 (the  "Company"),  and YORKVILLE  ADVISORS  MANAGEMENT,  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 Consulting 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 ("Persons") 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. FINDERS FEE; NOT A BROKER.

               i. In respect of any capital investment in, or debt financing to,
Company which is made  recommended  or advised upon by Consultant  either during
the term of this Agreement or within one year from the termination or expiration
of this  Agreement by an entity which was  introduced  directly or indirectly by
Consultant  prior to a termination of the term of this Agreement,  Company shall
pay to  Consultant  a fee in an amount equal to eight and 2/5 percent (8.4 %) of
the amount,  or to any person  designated by  Consultant,  invested or loaned to
Company.  If the amount  invested  in or loaned to the Company is so invested or


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loaned in installments or a Line of Credit financing, then the fee stated in the
preceding sentence shall be paid on each such installment.  Company acknowledges
that  Consultant is not a registered  as a  broker-dealer  under the  Securities
Exchange Act of 1934,  as amended,  and,  accordingly,  Consultant  will not (i)
engage in any  effort to sell any  securities  of  Company,  (ii)  engage in the
negotiation of any proposed transaction; (iii) provide advice as to the value of
the  Company  or of  potential  acquisition  targets,  or any  of  its or  their
securities,  or  (iv)  make  any  recommendations  as to  the  acquisition  of a
potential  acquisition  target  or  the  purchase  or  sale  of  any  particular
securities.  Payment to  Consultant  in respect to any  Section 2.c fee shall be
made at the closing of each such transaction,  and shall be an express condition
to the  closing of any such  transaction.  This  Section  2.c shall  survive any
termination  of this  Agreement.

               ii.  In the  event of a Line of Credit  Financing  , the  Company
shall issue to the Consultant upon the execution of the Line of Credit Agreement
four hundred and fifty thousand  (450,000) shares of Common Stock of the Company
(the  "Consultant's  Common  Stock") with demand and "piggy  back"  registration
rights. The Consultant's  Common Stock shall be issued to the individuals and in
the amounts set forth on Schedule A attached hereto.

         b. AUDIT OF BOOKS AND  RECORDS.  Company  shall  maintain all books and
records  necessary to account for all  transactions  involving  Commissions  and
other  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 hours prior notice but not more than
once each calendar quarter. If any payments received by Company which Consultant
was not properly compensated for by receiving the appropriate  payment,  Company
shall be  responsible  for  fully  reimbursing  Consultant  for the cost of such
review, audit or examination and, furthermore,  shall pay any amount found to be
payable to  Consultant  but then unpaid,  within three (3) days 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)  shall  have been  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.

3. INDEMNIFICATION.  Exhibit A attached hereto and made a part hereof sets forth
the  understanding  of the  parties  with  respect  to the  indemnification  and

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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 one 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 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 30 days of said date. Notwithstanding the
termination  of this  Agreement,  in addition to those  subsection  of Section 2
which survive the termination of this Agreement, Sections 3 and 5 shall continue
in force and effect and shall survive such termination.

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  the  present
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
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

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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.  ASSIGNMENT.  Except as set forth in this  Agreement,  neither party
will  have the  right to  assign,  pledge  or  transfer  all or any part of this
Agreement without the prior written consent of the other, and any such purported
assignment,  pledge or transfer by a party  without such prior  written  consent
shall be void.

         i. 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.

         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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


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


YORKVILLE ADVISORS MANAGEMENT,  LLC           ARS NETWORKS, INC.

By:                                           By:
   --------------------------------              -------------------------------
      Name:                                         Name:
      Title:                                        Title:






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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 (collectively, "losses") (i) related to or arising out of (A) oral or
written  information  provided by the Company,  the Company's employees or other
agents,  which information  either the Consultant or the Company provides to any
actual or potential  buyers,  sellers,  investors or offerees,  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  primarily 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 securityholders,  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  securityholders
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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         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 no indemnified party shall 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 primarily from the gross
negligence or willful misconduct of such indemnified party.

         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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                                   SCHEDULE A


COMMON STOCK HOLDERS
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