CONSULTING AGREEMENT



         This CONSULTING AGREEMENT (the "Agreement") made as of April ___, 2001,

by and between, INFOTOPIA, INC., a Nevada corporation, (hereinafter the

"Company") and I NET FINANCIAL MANAGEMENT, LTD., a British Virgin Islands

corporation (hereinafter "Consultant").



         WHEREAS, the Company wishes to retain Consultant to provide certain

consulting services to the Company as described more particularly herein; and



         WHEREAS, Consultant desires to render such consulting services to the

Company, on the terms and conditions set forth herein.



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereby agree as

follows:



1.       Provision of Services.



         (a) Consultant agrees, to the extent required in the conduct of the

business of the Company, to place at the disposal of the Company Consultant's

judgment and experience, and to provide the following business development

services to the Company (all such services hereinafter described as the

"Consulting Services"):



                  (i)      Work with Company management in developing and

                           implementing a plan with respect to the Company's

                           capital structure;



                  (ii)     Advise the Company with respect to potential

                           acquisition transactions, including the structure of

                           such transactions, and assist the Company in its

                           completion of any related due diligence reviews;



                  (iii)    Assist the Company in developing plans, and assist in

                           the implementation of such plans, for product line

                           extensions and retail distribution;



                  (iv)     Assist the Company in identifying and calling upon

                           potential strategic partners and customers;



                  (v)      Represent the Company in making presentations to

                           potential partners and customers;



                  (vi)     Review of and advice with respect to the Company's

                           business plan as it relates to investment

                           presentations and sales presentations;



<PAGE>   2



                  (vii)    Represent the Company in negotiations, interaction

                           with legal and accounting personnel and meetings with

                           investment banking firms, potential investors and

                           other sources of capital; and



                  (viii)   Advise the Company with respect to the raising of

                           equity and/or debt.



         (b) Consultant agrees to use its reasonable best efforts in providing

the Consulting Services to the Company and shall devote such time and effort to

the provision of the Consulting Services as shall be reasonable in Consultant's

discretion.



2.       Compensation.



         (a) In consideration of Consultant's services, the Company agrees to

pay Consultant in advance on the first day of each calendar month during the

term of this Agreement a nonrefundable consulting fee of $12,500 per calendar

month for each of the first three (3) calendar months during the term of this

Agreement and $15,000 per calendar month thereafter, which consulting fee shall

be prorated for the first month of the term based on the number of days from and

including the date of this Agreement through the last day of the first calendar

month (the "Consulting Fee"); provided, however, that after twelve (12) months

such Consulting Fee may be offset by commissions earned by Consultant under

Section 4 of this Agreement. The Company further agrees to reimburse Consultant

for reasonable pre-approved expenses incurred by Consultant in connection with

the provision of the Consulting Services hereunder. If Consultant conducts

business activities other than for the Company during a pre-approved business

trip Consultant shall disclose that it has conducted other activities and

document the amount of time devoted to each of the business activities during

such trip, and the trip expenses will be shared pro rata. Consultant shall

record such activities in an expense report for each pre-approved trip. Expenses

are to be paid within ten (10) business days of receipt by Company of requests

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