CONSULTING SERVICES AGREEMENT

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      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

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         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

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         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











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.

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