EXHIBIT 10.12



                       Magnitude Information Systems, Inc.
                  401 State Route 24, Chester, New Jersey 07930



December 1, 2003



Mr. Alan R. Cohen 934 Closter Dock Rd.
Box #1279
Alpine, NJ 07620


Dear Mr. Cohen:

This letter shall serve as an engagement  agreement,  subject to approval of the
Board of Directors of Magnitude  Information  Systems,  Inc.,  pursuant to which
Magnitude  Information Systems,  Inc. (the '"Company") engages you ("Consultant"
or "you") to act on a non-exclusive basis, to render specified senior consulting
and sales representation services.


1. ENGAGEMENT: The Company hereby engages you, and you agree to devote your best
efforts to, perform the following services:

(a) to  assist  the  Company  in  identifying  opportunities  for the  sale  and
licensing of the Company's software products;

(b) to act on a non-exclusive basis as a general business consultant, including,
but not limited to identifying  institutional investors as a source of financing
as well as institutional  investors to invest in our stock in the public trading
market place.

2. TERM:  Your  engagement  hereunder  shall  commence  on the date first  above
written and shall continue through the next twelve months (the "Term").

3. COMPENSATION:  In consideration for his services hereunder,  Consultant shall
receive the following compensation:

(a) For  sales  and/or  licensing  of our  software  products  to  clients  (the
"Approved  Prospects")  that had been  referred  to us by you and -  subject  to
individual  approval by us - are included in a  periodically  updated  "Prospect
List",  where  such sales or  licensing  is  consummated  during the Term or any
renewal thereof or within twelve months after  termination of this Agreement,  a
cash  commission of five percent (5%) on the gross  proceeds to the Company from
such  transaction less freight charges,  taxes,  returns or allowances,  payable
within 30 days after receipt by the Company of such proceeds.


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(b) For his efforts with respect to his  services  under 1 (b) above  Consultant
shall be entitled to a flat fee remuneration of 45,000  restricted shares of the
common  stock of  Magnitude  Information  Systems,  Inc.,  such  shares to carry
piggy-back registration rights.

4.  ASSIGNMENT:  Consultant may assign any of his rights to compensation  earned
under  this  Agreement  provided  he  advises  the  Company  in  writing of such
assignment  and  furthermore  provided that any such assignees have the right to
receive such compensation in accordance with ail applicable  disclosure laws and
rules,  and subject to all  disclosure  regulations  requiring the disclosure of
such assignees' interest in any proposed transaction.

5. CONSULTANT REPRESENTATIONS:  Consultant agrees and represents: (a) that he is
an  independent  contractor  and not an employee of the Company,  that in acting
pursuant to this  engagement he will not legally bind or obligate the Company in
any  manner  whatsoever;  (b)  that  the  execution  and  delivery  of  and  his
performance  under,  this  Agreement  shall not violate or breech any agreement,
contract or obligation  currently in existence  between the  Consultant  and any
third party, and; (c) Consultant hereby acknowledges that he is not a registered
broker dealer with the National Association of Securities Dealers, Inc. ("NASD")
nor registered with any state securities  commission as a broker dealer and that
when  performing his duties under this  Agreement in connection  with any equity
financing  identified in Section 3(c) above,  Consultant's role and duties shall
be strictly limited to providing  introductions  of potential equity  investment
sources to the Company and shall not engage in any negotiations,  discussions or
sales effort with respect  thereto,  all of which activities shall be undertaken
by the authorized officers of the Company.

6.  CONFIDENTIALITY AND NON-COMPETE:  Except as contemplated by the terms hereof
or as required by applicable  law, you shall keep  confidential  during the Term
and for a period of twelve months thereafter all non-public information provided
to you by the Company,  and shall not  disclose  such  information  to any third
party, other than such of your partners, employees and advisors as you determine
to have a need to know and shall not use any such  information  for any  purpose
other than the purpose of  performing  your  services  for the Company as herein
contemplated.  In  addition,  Consultant  hereby  agrees not to compete,  either
directly or indirectly as a shareholder of another company,  with the Company in
the field of  Ergonomic  Productivity  Software or solicit any of the  Company's
employees to leave the Company during the Term and for a period of twelve months
thereafter.

7. SHORT POSITION: During the term of this engagement and for a period of twelve
months thereafter, Consultant will not maintain a net short position at any time
in the Company's  shares.  This net position  includes freely trading shares and
any preferred shares and warrants on an "as converted" basis.

8.  ASSISTANTS  TO  CONSULTANT:  Should the  Consultant,  in  Consultant's  sole
discretion,  deem it necessary to engage  assistants,  or third parties,  to aid
Consultant  in the  performance  of the  Services,  the parties  agree that such
assistants are engaged solely by the Consultant,  and that  Consultant  alone is
responsible for providing compensation for such assistants.

9.  AGREEMENT:  This Agreement may not be amended or modified  except in writing
and shall be deemed to have been made and  delivered in the State of New Jersey,
and this letter and the transactions contemplated hereby shall be governed as to
validity, interpretation, construction, effect, and in all other respects by the
internal laws of the State of New Jersey. Any legal action or proceeding arising
out of or relating to this Agreement and/or the transactions contemplated hereby
shall be  instituted  exclusively  in the  Superior  Court.  County of Morris or
County of Somerset,  State of New Jersey or in the United States  District Court
for the District of New Jersey,  and the parties hereby  expressly submit to the
jurisdiction of said courts.

10. COMPLETE AGREEMENT: This Agreement supercedes and replaces any and all prior
agreements between the parties.


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If the foregoing  correctly sets forth the understanding and agreements  between
the Company and you.  please so indicate in the space  provided for that purpose
below, whereupon this letter shall constitute a binding agreement as of the date
first above written.


Magnitude-Information Systems. Inc.


By: /s/ Steven D. Rudnik
    -----------------------------
    Steven D. Rudnik
    President and CEO

                                        Agreed to:
                                        CONSULTANT:


                                        /s/ Alan R. Cohen
                                        ----------------------------