NEXLAND INC
<DOCUMENT>
<TYPE>EX-10.12
<SEQUENCE>9
<FILENAME>a113989.txt
<TEXT>


                                  EXHIBIT 10.12
                                  -------------

                          CONSULTING SERVICES AGREEMENT
                          -----------------------------

      THIS CONSULTING  SERVICES  AGREEMENT (the  "AGREEMENT")  entered into this
19th day of March,  2001,(hereinafter  the  "EFFECTIVE  DATE"),  by and  between
NEXLAND, INC., a Delaware corporation with its principal office at 1101 Brickell
Avenue,  North Tower,  2nd Floor,  Miami,  Florida  33131 (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 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  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. FINDER'S 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


<PAGE>


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  or to any person  designated by Consultant a fee in an amount
equal to eight and 2/5  percent  (8.40%) of the  amount,  invested  or loaned to
Company by Cornell Capital Partners, L.P. If the amount invested in or loaned to
the Company is so invested or loaned in installments pursuant to the Equity Line
of the Credit  Agreement dated as of the date hereof between Company and Cornell
Capital Partners, L.P. (the "LINE OF CREDIT AGREEMENT"),  then the fee stated in
the  preceding  sentence  shall  be  paid  on  each  such  installment.  Company
acknowledges  that  Consultant is not  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.  Section  2.c.  shall  survive  any
termination of this Agreement.

            ii.  In the  event  of financing  pursuant  to the  Line  of  Credit
Agreement, Company shall issue to Consultant or its Assignee, upon the execution
of the Line of Credit  Agreement,  one  hundred  twenty-six  thousand  (126,000)
shares of  common  stock of  Company  (the  "CONSULTANT'S  COMMON  STOCK")  with
"piggy-back" registration rights.

         b. AUDIT OF BOOKS AND RECORDS.  Company  shall maintain  all  books and
records  necessary to account for all  transactions  involving 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  (24)  hours'  prior  notice  but not more than  once each  calendar
quarter.  If as a result of such  review,  Consultant  determines  that  Company
received funds for which Consultant was not properly  compensated,  then Company
(i) shall be responsible for fully  reimbursing  Consultant for the cost of such
review,  audit or  examination  and (ii) shall pay any amount  determined  to be
payable to  Consultant  within three (3) days of receipt of written  notice from
Consultant  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


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<PAGE>


of five hundred dollars ($500.00) must be 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.   In  the  event  Company   consummates  any  such
transaction,  Company shall pay Consultant the fees set forth in Section 2(a)(i)
hereof at the time of closing such  transaction  or  transactions.  In the event
Consultant  brings an action or seeks counsel to enforce the  provisions of this
Section 2(d), Company shall be responsible for all fees and expenses incurred by
Consultant  including  fees and  expenses  of any  appeal or  collection  of any
judgment.

         e. REGISTRATION  RIGHTS.  Subject to the  terms and  conditions of this
Agreement, Company shall notify the holder of Registrable Securities (as defined
below) in writing at least ten (10) days prior to the filing of any registration
statement  under the 1933 Act for purposes of a public offering of securities of
Company  (including,  but not limited to,  registration  statements  relating to
secondary  offerings of  securities of Company,  but excluding any  registration
statement relating to any employee benefit plan or with respect to any corporate
reorganization  or other  transaction  under  Rule 145 of the 1933 Act) and will
afford each such holder an opportunity to include in such registration statement
all or part of such Registrable  Securities held by such holder.  Each holder of
Registrable  Securities desiring to include in any such registration  statement,
all of part of the Registrable Securities held by it shall, within ten (10) days
after the  above-described  notice from Company,  so notify  Company in writing.
Such notice shall state the intended  method of disposition  of the  Registrable
Securities  held by such holder.  If a holder  decides not to include all of its
Registrable  Securities  in  the  registration  statement  thereafter  filed  by
Company,  such holder shall  nevertheless  continue to have the right to include
any  Registrable   Securities  in  any  subsequent   registration  statement  or
registration  statements as may be filed by Company with respect to offerings of
its securities, all upon the terms and conditions set forth herein. "REGISTRABLE
SECURITIES"  means the  shares of  Consultant's  Common  Stock  issuable  to the
Consultant pursuant to this Agreement.

      3. INDEMNIFICATION

      Exhibit  A attached  hereto  and   made  a  part  hereof  sets  forth  the
understanding of the parties with respect to the indemnification and 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 (1) year  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




                                       3

<PAGE>

successive  year periods of one (1) 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
thirty  (30)  days  of  said  date.  Notwithstanding  the  termination  of  this
Agreement,  Sections  2, 3 and 5 shall  continue  in force and  effect and shall
survive any such termination.  In addition,  notwithstanding  any termination of
this Agreement, Consultant shall be entitled to the amounts set forth in Section
2(a)(i)  with respect to any funds  received by Company  pursuant to the Line of
Credit Agreement.

      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 this 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
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.


                                       4

<PAGE>


         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. 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.

         i. ATTORNEYS'  FEES. In the event of any litigation or other proceeding
arising out of or in connection  with this  Agreement,  the prevailing  party or
parties shall be entitled to recover its or their reasonable attorneys' fees and
court costs from the other party or parties.

         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.




                                       5

<PAGE>



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

YORKVILLE ADVISORS MANAGEMENT, LLC          NEXLAND, INC.

By: /s/ Mark Angelo                         By: /s/ Gregory S. Levine
   -------------------------------              -------------------------------
Name:   Mark Angelo                         Name:   Gregory S. Levine
     -----------------------------               ------------------------------
Title:  Fund Manager                        Title:  President
      ----------------------------                -----------------------------















                                       6

<PAGE>


                                    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  for any losses (i)  related to or arising out of (A) oral or written
information  provided by the Company to the Consultant,  the Company's employees
or other  agents,  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


                                       A-1


<PAGE>

(exclusive  of amounts  paid for  reimbursement  of  expenses or paid under this
Agreement).

      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.







                                       A-2
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</DOCUMENT>
