<SEQUENCE>5

<FILENAME>iod_ex10-b.txt

<DESCRIPTION>CONSULTING AGREEMENT

<TEXT>







                      CONSULTING AGREEMENT



     THIS  CONSULTING  AGREEMENT (the "Agreement")  is  made  and

entered into as of August 15, 2002 (the "Commencement Date"),  by

and  between  INTERACTIVE  OUTDOORS,  INC.  (the  "Company")  and

CORPFIN.COM, INC. (the "Consultant").



                            RECITALS



     A.   The  Company desires to avail itself of the experience,

sources of information, advice, and assistance of Consultant.



     B.   Consultant is willing to make available to the  Company

Consultant's  experience,  sources of  information,  advice,  and

assistance.



     NOW,  THEREFORE,  in consideration of the premises  and  the

covenants contained herein, the Company and the Consultant  agree

as follows:



     1.   Services.  Upon request of the Company, Consultant hereby

agrees  to  render services to the Company concerning  marketing,

public  relations, acquisitions, strategic planning, and business

opportunities  of  the  Company or its  affiliates,  as  well  as

investment  banking and similar services relative  to  financings

and other material transactions of the Company or its affiliates,

including  by  way  of  example and  not  in  limitation  of  the

generality  of  the  foregoing, (a) assistance  and  advice  with

respect   to  planning,  analyzing,  and  forecasting   long-term

financial  outlook  and  needs, (b) assistance  and  advice  with

respect  to  locating,  arranging,  negotiating,  analyzing,  and

obtaining  debt  and  equity resources, and  (c)  assistance  and

advice  with  respect  to capital market and  investor  relations

matters (collectively, the "Services").



2.   Term of Agreement; Termination.  This Agreement shall

commence on the Commencement Date and shall continue until one

year thereafter, unless extended otherwise by written consent of

the parties (the "Term").



     Either party may terminate this Agreement upon notice to the

other  party  if the other party is in breach of its  obligations

hereunder and such breach continues for sixty (60) days following

notice  thereof  from the non-breaching party  to  the  breaching

party.   Upon  termination of this Agreement, any obligations  of

the Company or Consultant shall cease.



     3.   Compensation.  In consideration of Consultant's entering

into  this  Agreement  and in exchange for  the  services  to  be

performed  pursuant  to  this Agreement, the  Company  shall  pay

Consultant  (i)  a fee of the number of shares of  the  Company's

common  stock equal to 8% of the Company's issued and outstanding

common  stock  as  of  the  effective date  of  the  Registration

Statement, as defined below (the "Shares"), to be issued  to  the

Consultant (or its designees), and (ii) a warrant (the  "Warrant"

and,  together with the Shares, the "Consultant Fee") to purchase

100,000 shares of the Company's common stock exercisable at $2.00

per  share.   The Shares shall be deposited in an escrow  account

with  a law firm selected by the Consultant and be subject  to  a

mutually acceptable escrow agreement.  The Consultant's right  to

the  Shares shall vest in four equal amounts beginning as of  the

date  of  this Agreement with the remainder vesting in  the  same

amounts every thirty (30) days from such date until fully vested.



4.   Registration Rights.  (a)  The Company agrees to cooperate

with Consultant in filing a registration statement to register

all of the Shares (as so filed or amended, the "Registration

Statement"), pursuant to the Securities Act of 1933, as amended,

and the Company further agrees that, after the Registration

Statement is declared effective, it will thereafter maintain the

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