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                                                                    EXHIBIT 10.5



                       ADVISORY AND CONSULTING AGREEMENT



   THIS ADVISORY AND CONSULTING AGREEMENT ("Agreement") is made this 14th day of
November 2000, by and between Jonathan L. Small, an individual (referred to
herein as  "Advisor") and NetCommerce Inc., a Nevada corporation (the
"Company").

   WHEREAS, Advisor has experience in investor and shareholder relations and
evaluating and effecting financing for public and privately-held companies;  and

   WHEREAS, the Company desires to retain Advisor to advise and assist the
Company in investor relations and financing the Company's activities, on the
terms and conditions set forth below.

   NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:

1. Engagement

     The Company hereby retains Advisor to act as director of  investor
     relations and financial advisor to the Company in connection with Investor
     Relations and any proposed financing (the "Financing") of the Company.  As
     part of the Investor Relations and Financing, Advisor will assist the
     Company and its professional advisors in the preparation of documentation,
     offering circular(s), explanatory or disclosure statement(s), consent
     solicitation and investor relations (collectively "Services") pursuant to
     any and all arrangements made through Advisor.  The Financing and Services
     are to be provided on a "best efforts" basis.

     In the course of providing the Services, Advisor will  (a)  become familiar
     with, to the extent the Company deems appropriate, information to be
     provided by the Company to enable Advisor to analyze the business,
     operations, properties, financial condition, prospects and projects of the
     Company;  (b)  assist and advise the Company in developing a general
     strategy for accomplishing the Financing; (c) assist and advise the Company
     with regards to potential Financing of the transaction; and, (d) render
     such other financial advisory services including but not limited to
     investor and shareholder relations as may from time to time be mutually
     agreed upon by the Company and Advisor.

2. Information on the Company

     In connection with Advisor's activities hereunder, the Company will furnish
     Advisor with all material and information regarding the business and
     financial condition of the Company (all such information so furnished being
     referred to herein as the "Information").  The Company recognizes and
     acknowledges that Advisor  (a)  will use and rely solely on the
     Information, and on information available from generally recognized public
     sources, in performing the Services contemplated by this Agreement without
     having independently verified the same; (b) does not assume responsibility
     for the accuracy or completeness of the Information; (c) will not make an
     appraisal of any assets or liabilities of the Company; and (d) retains the
     right to continue to conduct due diligence during the term of this
     Agreement.
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3. Use of Advice

     Except as required by a court having jurisdiction over the Company, no
     statements made or advice rendered by Advisor in connection with the
     Services performed by the Advisor pursuant to this Agreement will be quoted
     by, nor will any such statements or advice be referred to, in any report,
     document, release or other communication, whether written or oral,
     prepared, issued or transmitted by the Company or any person or corporation
     controlling, controlled by or under common control with, the Company or any
     director, officer, employee, agent or representative of any such person,
     without the prior written authorization of Advisor, which may be given or
     withheld in his sole discretion, except that the Company may disclose or
     refer to such advice or statements without being required to obtain consent
     to the extent required by law (in which case the appropriate party shall so
     advise Advisor in writing prior to such use and shall consult with Advisor
     with respect to the form and timing of disclosure), provided that the
     foregoing shall not prohibit appropriate internal communication or
     reference with respect to such advice internally within such parties and
     provided further that the Company shall be permitted to use the
     information, after appropriate review by Advisor, to support its efforts to
     effect the Services and Financing.

4. Term

     Unless terminated earlier pursuant to paragraph 10 below, this Agreement
     shall have an initial term of one  (1) year (the "Primary Term").  At the
     conclusion of the Primary Term this Agreement will automatically be
     extended on an annual basis (the "Extension Period") unless Advisor or the
     Company shall serve written notice on the other party terminating the
     Agreement.  Any notice to terminate given hereunder shall be in writing and
     shall be delivered at least thirty (30) days prior to the end of the
     Primary Term or any subsequent Extension Period.

5. Time and Effort of Advisor

     Advisor shall allocate time as it deems necessary to provide the Services.
     The particular amount of time may vary from day to day or week to week.
     Except as otherwise agreed, Advisor's monthly statement identifying, in
     general, tasks performed for the Company shall be conclusive evidence that
     the Services have been performed.  Additionally, in the absence of willful
     misfeasance, bad faith, negligence or reckless disregard for the
     obligations or duties hereunder by Advisor, Advisor shall not be liable to
     the Company or any of its shareholders for any act or omission in the
     course of or connected with rendering the Services, including but not
     limited to losses that may be sustained in any corporate act involved in
     respect to any Financing undertaken by the Company as a result of
     introductions or advice provided by Advisor.

6. Compensation

     The Company agrees to pay Advisor a fee (the "Advisory Fee") for the
     services provided by Advisor pursuant to this Agreement, as follows:

     A.   As to the Financing and Services to be rendered, the Company shall pay
          Advisor an Advisory Fee of One Million Six Hundred  Thousand
          (1,600,000) shares of common stock of the Company to be registered and
          issued, upon execution of this Agreement.
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7.  Place of Services

     The Services provided by Advisor hereunder will be performed at Advisor's
     offices except as otherwise mutually agreed by Advisor and the Company.

8.  Independent Contractor

      Advisor will act as an independent contractor in the performance of his
      duties under this Agreement.  Accordingly, Advisor will be responsible for
      payment of all federal, state, and local taxes on compensation paid under
      this Agreement, including income and social security taxes, unemployment
      insurance, and any other taxes due, and any and all business license fees
      as may be required.  This Agreement neither expressly nor impliedly
                                                            ---
      creates a relationship of principal and agent, or employee and employer,
      between Advisor and the Company. Advisor is not authorized to enter into
      any agreements on behalf of the Company. The Company expressly retains the
      right to approve, in its sole discretion, the Services and each Financing
      opportunity introduced by Advisor, and to make all final decisions with
      respect to the Services to be rendered and effecting a transaction on any
      Financing.

9.  No Agency Express or Implied

      This Agreement neither expressly nor impliedly creates a relationship of
      principal and agent between the Company and Advisor, or employee and
      employer as between Advisor and the Company.

10. Termination

      The Company and Advisor may terminate this Agreement prior to the
      expiration of the Primary Term upon thirty (30) days written notice with
      mutual written consent. Failing to have mutual consent, without prejudice
      to any other remedy to which the terminating party may be entitled, if
      any, either party may terminate this Agreement with thirty (30) days
      written notice under the following conditions:

    A.   By the Company.
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         (i)   In the event Advisor has not been provided by November 30, 2000
               the documentation necessary to allow the Company to effect the
               Financing, acceptable to the Company; or,

         (ii)  If during the Primary Term of this Agreement or any Extension
               Period, Advisor is unable to provide the services as set forth
               herein for thirty (30) consecutive business days because of
               illness, accident, or other incapacity;  or,

         (iii) If Advisor willfully breaches or neglects the duties required
               to be performed hereunder.

     B.  By Advisor.
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         (i)   If the Company breaches this Agreement or fails to make any
               payments or provide information required hereunder;  or,

         (ii)  Other than in the Financing, if the Company ceases business, or
               sells a controlling interest to a third party, or agrees to a
               consolidation or merger of itself with or into another
               corporation, or enters into such a transaction outside of the
               scope of this Agreement, or sells substantially all of its assets
               to another corporation, entity or individual outside of the scope
               of this Agreement;  or,
<PAGE>

         (iii) If the Company has a receiver appointed for its business or
               assets, or otherwise becomes insolvent or unable to timely
               satisfy its obligations in the ordinary course of business,
               including but not limited to the obligation to pay the Advisory
               Fee;  or,

         (iv)  If the Company institutes, makes a general assignment for the
               benefit of creditors, has instituted against it any bankruptcy
               proceeding for reorganization for rearrangement of its financial
               affairs, files a petition in a court of bankruptcy, or is
               adjudicated bankrupt;  or,

         (v)   If any of the disclosures made herein or subsequent hereto by the
               Company to Advisor are determined to be materially false or
               misleading.

     In the event Advisor elects to terminate without cause or this Agreement is
     terminated prior to the expiration of the Primary Term or any Extension
     Period by mutual written agreement, or by the Company for the reasons set
     forth in A(i) and (ii) above, the Company shall only be responsible to pay
     Advisor the Advisory Fee accrued up to and including the effective date of
     termination.  If this Agreement is terminated by the Company for any other
     reason, or by Advisor for reasons set forth in B(i) through (v) above,
     Advisor shall be entitled to any outstanding unpaid portion of any unpaid
     Advisory Fee for the remainder of the unexpired portion of the applicable
     term (Primary Term or Extension Period) of the Agreement.

11. Remedies

     Advisor and the Company acknowledge that in the event of a breach of this
     Agreement by either party, money damages would be inadequate and the non-
     breaching party would have no adequate remedy at law.  Accordingly, in the
     event of any controversy concerning the rights or obligations under this
     Agreement, such rights or obligations shall be enforceable in a court of
     equity by a decree of specific performance.  Such remedy, however, shall be
     cumulative and non-exclusive and shall be in addition to any other remedy
     to which the parties may be entitled.

12. Miscellaneous

     A.   Subsequent Events.  Advisor and the Company each agree to notify the
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          other party if, subsequent to the date of this Agreement, either party
          incurs obligations which could compromise its efforts and obligations
          under this Agreement.

     B.   Amendment.  This Agreement may be amended or modified at any time and
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          in any manner only by an instrument in writing executed by the parties
          hereto.

     C.   Further Actions and Assurances.  At any time and from time to time,
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          each party agrees, at its or their expense, to take actions and to
          execute and deliver documents as may be reasonably necessary to
          effectuate the purposes of this Agreement.

     D.   Waiver.  Any failure of any party to this Agreement to comply with any
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          of its obligations, agreements, or conditions hereunder may be waived
          in writing by the party to whom such compliance is owed.  The failure
          of any party to this Agreement to enforce at any time any of the
          provisions of this Agreement shall in no way be construed to be a
          waiver of any such provision or a waiver of the right of such party
          thereafter to enforce each and every such provision.  No waiver of any
          breach of or non-compliance with this Agreement shall be held to be a
          waiver of any other or subsequent breach or non-compliance.

     E.   Assignment.  Neither this Agreement nor any right created by it shall
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          be assignable by either party without the prior written consent of the
          other.
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     F.   Notices.  Any notice or other communication required or permitted by
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          this Agreement must be in writing and shall be deemed to be properly
          given when delivered in person to an officer of the other party, when
          deposited in the United States mails for transmittal by certified or
          registered mail, postage prepaid, or when deposited with a public
          telegraph company for transmittal, or when sent by facsimile
          transmission charges prepared, provided that the communication is
          addressed:

          (i)  In the case of the Company:

               NetCommerce Inc.
                  1900 West  Ridge Dr.
                  Irving, Texas 75038
                  Telephone:  (888) 638-7693
                  Facsimile:

          (ii) In the case of Advisor:

               Jonathan Small
               4695 MacArthur Court, Suite 530
               Newport Beach, California 92660
               Telephone:  (949) 833-2094, ext. 723
               Telefax: (949) 833-7854

          or to such other person or address designated in writing by the
          Company or Advisors to receive notice.

     G.   Headings.  The section and subsection headings in this Agreement are
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          inserted for convenience only and shall not affect in any way the
          meaning or interpretation of this Agreement.

     H.   Governing Law.  This Agreement was negotiated and is being contracted
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          for in the United States, State of California, and shall be governed
          by the laws of the State of California, and  United States of America,
          notwithstanding any conflict-of-law provision to the contrary.

     I.   Binding Effect.  This Agreement shall be binding upon the parties
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          hereto and inure to the benefit of the parties, their respective
          heirs, administrators, executors, successors, and assigns.

     J.   Entire Agreement.  This Agreement contains the entire agreement
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          between the parties hereto and supersedes any and all prior
          agreements, arrangements, or understandings between the parties
          relating to the subject matter of this Agreement.  No oral
          understandings, statements, promises, or inducements contrary to the
          terms of this Agreement exist.  No representations, warranties,
          covenants, or conditions, express or implied, other than as set forth
          herein, have been made by any party.

     K.   Severability.  If any part of this Agreement is deemed to be
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          unenforceable the balance of the Agreement shall remain in full force
          and effect.

     L.   Counterparts.  A facsimile, telecopy, or other reproduction of this
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          Agreement may be executed simultaneously in two or more counterparts,
          each of which shall be deemed an original, but all of which together
          shall constitute one and the same instrument, by one or more parties
          hereto and such executed copy may be delivered by facsimile of similar
          instantaneous electronic transmission device pursuant to which the
          signature of or on behalf of such party can be seen.  In this event,
          such execution and delivery shall be considered valid, binding and
          effective for all purposes.  At the request of any party
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          hereto, all parties agree to execute an original of this Agreement as
          well as any facsimile, telecopy or other reproduction hereof.

     M.   Time is of the Essence.  Time is of the essence of this Agreement and
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          of each and every provision hereof.

          IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.

"Advisor"



By:
Name:  Jonathan Small

The "Company"
NetCommerce Inc.



By:
Name:  Mark Lindberg
Title:  President