Website Development Agreement

Exhibit 10.2


WEBSITE DEVELOPMENT AGREEMENT


This Website Development Agreement (the "Agreement") is entered into this 9th day of December, 1999, by and between ARI Network Services, Inc. ("ARI") and Gordon J. Bridge ("Consultant").


1. PERFORMANCE BY CONSULTANT. Consultant agrees to act as an independent
contractor for the specific project of developing a World Wide web site to
be installed on ARI's web space located at www.arinet.com. ARI has
established a separate contract with an Internet service provider (the
"ISP"). ARI hereby authorizes Consultant to access this account and
authorizes the ISP to provide Consultant with "write permission" for ARI's
web page directory, cgi-bin directory, and any other directories or
programs which need to be accessed for this project.


2. PAYMENT FOR SERVICES. ARI agrees to pay Consultant by issuing twelve
thousand five hundred (12,500) shares of ARI common stock (the "ARI
Shares") for the services provided hereunder. The issuance shall occur and
be effective December 16, 1999, provided ARI shall have received
assurances, satisfactory to it, that the issuance of ARI common stock as
contemplated hereby would not require shareholder approval, and would not
constitute a corporate governance violation, under the rules of the
National Association of Securities Dealers, Inc. applicable to ARI. If
such condition is not satisfied by January 31, 2000, the parties shall meet
to agree upon other compensation at the earliest possible time. Both ARI
and Consultant agree that the value of the services provided hereunder is
Eighty Five Thousand Dollars ($85,000).


Consultant is aware that the ARI Shares have not been registered (nor is registration contemplated) under the Securities Act of 1933, as amended (the "Act"), and, accordingly, that federal and state securities laws require the such ARI shares must be held indefinitely unless they are subsequently registered under the Act or unless exemptions from such registration are available. Consultant is aware of the provisions of Rule 144 under the Act which permit limited resales of shares issued in private transactions subject to the satisfaction of certain conditions. Consultant agrees that any certificate for the ARI Shares may bear a legend restricting the transfer thereof consistent with the foregoing. The form of such legend may be substantially as follows:


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"). SUCH SHARES MAY NOT BE SOLD,
OR OTHERWISE TRANSFERRED, IN THE ABSENCE OF SUCH REGISTRATION
WITHOUT AN EXEMPTION UNDER THE ACT, OR AN OPINION OF LEGAL COUNSEL
REASONABLY ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS
NOT REQUIRED.


ARI and its transfer agent need not register a transfer of ARI Shares,
unless the conditions specified in the foregoing legend are satisfied.


In addition, Consultant shall be reimbursed for all reasonable
out-of-pocket expenses not exceedi ...