Exhibit  4.1  (b)

                              CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as
of this April 16th, 2002 by and between Mark L. Baum (hereinafter referred to as
"Consultant"), an individual, having his principle address at 3202 Fondren Road,
Houston, Texas 77063 and iBIZ Technology Corporation (hereinafter referred to as
the  "Company")  with  offices  at 2238 West Lone Cactus Drive, Phoenix, Arizona
85021.

                                   WITNESSETH

WHEREAS,  the  Company  desires  to  retain  the services of Consultant relating
specifically  to  strategic  planning  and  business development, management and
operational  efficiency  and  other advisement related to merger and acquisition
advisement,  legal matters advisement and other and investment banking services,
all  in  connection  with  the  going  forward  operation  of  its business; and

WHEREAS,  Consultant  is  qualified  and willing to provide the Company with the
aforementioned  services;  and

WHEREAS,  the  Company  wishes  to induce Consultant to provide these consulting
services  to  the  Company;  and

NOW,  THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is  agreed  as  follows:

     1.     APPOINTMENT.
            -----------

     The  Company  hereby  engages  Consultant  and  Consultant agrees to render
services  to  the  Company  as  a  consultant  upon  the  terms  and  conditions
hereinafter  set  forth.

     2.     TERM.
            ----

     The  term  of  this  Consulting  Agreement  began  as  of  the date of this
Agreement,  and shall terminate 180 days hence, unless terminated or extended in
accordance  with  a  valid  provision  contained herein, or unless extended by a
subsequent  agreement  between  the  parties.

     3.     SERVICES.
            --------

          a.     The  Company  is  desirous  of  the  Consultant to specifically
engage  in  advisement  with  respect  to  the  identification,  evaluation,
structuring, negotiating and closing of mergers and acquisitions and advice with
regard  to  the  ongoing  managing  and  operating  of  such  acquisitions  upon
consummation  thereof.  Although  the  Consultant  has  offered  to work on such
efforts  for  compensation  to  be  based  upon his success with respect to said
efforts, the Company believed it was in its best interest to retain the services
of  the  Consultant for a specific term, and to compensate Consultant with stock
options.

          b.     Additionally, during the term  of  this  Agreement,  Consultant
shall provide advice to undertake for and consult  with  the  Company concerning
management  of  sales  and  marketing resources, consulting, strategic planning,
corporate  organization  and structure, financial matters in connection with the
operation  of  the businesses of the Company, expansion of services, mergers and
acquisitions and other business opportunities.  Consultant agrees to provide, on
a  timely  basis,  as agreed with the Company, the following enumerated services
plus  any  additional  services  contemplated  thereby:

               (i)     The implementation of short-range and long-term strategic
planning  to fully develop and enhance the Company's assets, resources, products
and  services;

               (ii)    The implementation of a marketing program to  enable the
Company to broaden  the  markets  for its services and promote the image of the
Company and its  products  and  services;

               (iii)   The identification, evaluation, structuring,  negotiating
and closing of joint ventures, and strategic alliances and advice with regard to
the ongoing  management  of  such  efforts;  and

               (iv)     Advice and recommendations regarding existing corporate
financing including the structure,  terms and content of  existing  bank  loans,
institutional  loans,  private debt funding,  mezzanine financing,  blind pool
financing and other preferred  and  common  stock  equity  private  or  public
financing.
                          DUTIES  OF  THE  COMPANY.
                          ------------------------

     The  Company  shall provide Consultant, on a regular and timely basis, with
all  approved  data  and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and  shall  advise  Consultant  of any facts which would affect the
accuracy  of  any  data  and  information  previously  supplied pursuant to this
paragraph.  The  Company shall promptly supply Consultant with full and complete
copies  of  all  financial  reports,  all  filings  with  all  federal and state
securities  agencies;  with  all  data and information supplied by any financial
analyst,  and  with  all  brochures  or  other  sales  materials relating to its
products  or  services.

     5.     COMPENSATION.
            ------------

     Upon  the execution of this Agreement, Company agrees to pay Consultant the
following  as  consideration  for  the  services  rendered under this Agreement:

        a.     Option Shares.  For no less than 15  business day  subsequent  to
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each  respective  date  below (Options 1-2), Consultant shall have the option to
purchase  up  to  30,000,000 shares of iBIZ Technology Corporation (IBIZ) common
shares  at  the  average  of  the  three lowest inter-day trading prices for the
twelve  (12) trading days prior to the exercise date discounted by fifty percent
(50%).  Consultant's  rights regarding these shares, and all of them, shall vest
immediately  and  shall  be  exercised  as  set  forth  below:

               (i)     15,000,000 common shares on April  18, 2002  (Option  1);
               (ii)    15,000,000 common shares on  April 25, 2002  (Option  2).

          b.     The  Compensation  outlined  in  Section  5(a)  above  shall be
conveyed  through  an effective S-8 registration of common shares to be filed or
made effective within 5 days of the execution of this Agreement.  Company agrees
to  exercise  it's  Best  Efforts to provide Consultant, it's agent or any other
party  charged  to  file the subject S-8 Registration Statement with any and all
information,  documentation  and  related  assistance  required  to make the S-8
Registration  Statement  effective.

          c.     At  the  option  of  Consultant,  the  Compensation outlined in
Section  5(a)-(c) above may be exercised in whole or in part.  Should Consultant
exercise  "in-part",  Company  shall  deliver  said  "part"  of  Compensation to
Consultant  in  a  timeframe  consistent with the manner in which this Agreement
calls  for  the  "whole"  of  the  Compensation  to  be  delivered.

5.5     COSTS  AND  EXPENSES
        --------------------

          a.     Miscellaneous  Costs.
                 --------------------

     Subject  to  the prior approval of the Company, Consultant in providing the
foregoing  services,  shall  not  be  responsible  for  any out-of-pocket costs,
including,  without  limitation, travel, lodging, telephone, postage and Federal
Express  charges.  Consultant  shall  provide  the  Company  with  a  detailed
accounting  of  monthly  expenses  related  to the Agreement.  Payment for these
expenses  shall  be  made  to  Consultant within 15 days after submission to the
Company.

     6.     REPRESENTATION  AND  INDEMNIFICATION.
            ------------------------------------

          (a)     Company. Company agrees to indemnify, defend,  and  shall hold
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harmless  Consultant  and/or  his  agents,  and  shall defend any action brought
against  said parties with respect to any claim, demand cause of action, debt or
liability,  including  reasonable attorneys' fees to the extent that such action
is based upon a claim that: (i) is in connection with efforts made by Consultant
on  behalf of the Company that relate to this Agreement, (ii) would constitute a
breach  of  any  of Company representation, warranty, or agreement hereunder, or
(iii)  arises  out  of  the  negligence  or  willful  misconduct  of  Company.

          (b)     Consultant. Consultant agrees to indemnify, defend, and shall
                  ----------
hold harmless Company,its directors, employees and agents, and defend any action
brought  against  same  with  respect  to any claim, demand, cause of action, or
liability,  including  reasonable  attorneys'  fees,  to the extent that such an
action  arises  out of the gross negligence or willful misconduct of Consultant.

          (c)     Notice. In claiming indemnification hereunder, the indemnified
                 ------
party  shall  promptly provide the indemnifying party with written notice of any
claim,  which  the  indemnified  party  believes  falls  within the scope of the
foregoing  paragraphs.  The indemnified party may, at its expense, assist in the
defense  if  it  so  chooses, provided that the indemnifying party shall control
such defense, and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be final without
the  indemnified  party's  written  consent,  which  shall  not  be unreasonably
withheld.

     6.5     COMPLIANCE  WITH  SECURITIES  LAWS.
             ----------------------------------

     The Company understands that any and all compensation outlined in Section 5
shall  be  paid  solely  and exclusively as consideration for the aforementioned
consulting efforts made by Consultant on behalf of the Company as an independent
contractor.  Any monies transferred to Company by Consultant to exercise a stock
option  is  not  made with the intent to assist in raising capital or to provide
the  Company  with  capital.  Consultant has been engaged to provide the Company
with  traditional  business,  management  and  financial consulting, and related
business  and  legal  services.  Consultant's  engagement  does  not involve the
promotion  or marketing of the Company's securities, nor does it involve raising
"new"  money  for  the  Company.

     7.     MISCELLANEOUS.
            -------------

           a.     Termination: This  Agreement may be terminated by either Party
                  -----------
upon written notice to the  other Party  for  any  reason and shall be effective
five (5) business days from the  date of  such notice.  Termination  of  this
Agreement  shall  cause  Consultant  to  cease  providing  services under  this
Agreement; however, termination for any reason whatever, shall not, unless  a
Unilateral termination  occurs  (see  above),  decrease or  eliminate  the
compensatory obligations of the Company  as  outlined  in  Section  5  of  this
Agreement.

          b.     Modification:  This Consulting Agreement sets forth the  entire
                 ------------
understanding  of  the  Parties with respect to the subject matter hereof.  This
Consulting  Agreement  may  be  amended  only in writing signed by both Parties.

          c.     Notices: Any notice required or permitted to be given hereunder
                 -------
shall  be  in writing and shall be mailed or otherwise delivered in person or by
facsimile  transmission  at the address of such Party set forth above or to such
other address or facsimile telephone number as the Party shall have furnished in
writing  to  the  other  Party.

          d.     Waiver: Any waiver by either Party of a breach of any provision
                 ------
of this Consulting Agreement shall not operate as or be construed to be a waiver
of any other breach of that provision or of any breach of any other provision of
this  Consulting  Agreement.  The  failure  of  a  Party  to  insist upon strict
adherence to any term of this Consulting Agreement on one or more occasions will
not  be  considered  a  waiver  or deprive that Party of the right thereafter to
insist  upon  adherence  to  that  term  of  any  other  term of this Consulting
Agreement.

          e.     Assignment:  The Options under this Agreement are assignable at
                 ----------
the discretion  of  the  Consultant.

          f.     Severability:  If any provision of this Consulting Agreement is
                 ------------
invalid,  illegal,  or  unenforceable,  the balance of this Consulting Agreement
shall  remain  in  effect, and if any provision is inapplicable to any person or
circumstance,  it  shall nevertheless remain applicable to all other persons and
circumstances.

          g.     Counterparts;  Facsimile Signatures.  This Agreement may be
                 -----------------------------------
executed in any number of counterparts, each  of  which may be executed by  less
than all of the parties to this  Agreement,  each  of which  shall   enforceable
against the parties  actually  executing  such counterparts, and  all  of  which
together shall constitute one and the same agreement.  The parties shall be
entitled to rely upon and enforce  a  facsimile  of  any authorized signature as
if it were the original.

          h.    Disagreements: Any dispute or other disagreement arising from or
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out  of  this  Consulting  Agreement shall be submitted to arbitration under the
rules of the American Arbitration Association and the decision of the arbiter(s)
shall  be  enforceable  in  any  court having jurisdiction thereof.  Arbitration
shall  occur  only  in San Diego, CA.  The interpretation and the enforcement of
this  Agreement  shall  be governed by California Law as applied to residents of
the  State  of  California relating to contracts executed in and to be performed
solely  within the State of California.  In the event any dispute is arbitrated,
the  prevailing  Party  (as  determined  by the arbiter(s)) shall be entitled to
recover  that  Party's reasonable attorney's fees incurred (as determined by the
arbiter(s)).

          i.     Execution  of  Agreement.  Company  has the requisite corporate
                 ------------------------
power and authority to enter into and carry out the terms and conditions of this
Agreement,  as  well  as  all transactions contemplated hereunder. All corporate
proceedings  have been taken and all corporate authorizations and approvals have
been  secured  which  are  necessary  to  authorize  the execution, delivery and
performance  by  Company  of  this  Agreement.  This Agreement has been duly and
validly  executed and delivered by Company and constitutes the valid and binding
obligations  of  Company,  enforceable  in accordance with the respective terms.

          j.     Effect  of  Agreement.  The  consummation  by  Company  of  the
                 ---------------------
transactions  herein  contemplated,  including  the  execution,  delivery  and
consummation of this Agreement, will comply with all applicable law and will not
conflict  with  or  result  in  a  breach  of  any  of the unwaived terms of any
agreement  or  instrument  to  which  Company  is bound, or constitute a default
thereunder.

          k.     Consummation.  Upon  the  execution  and  delivery  of  this
                 ------------
Agreement,  Company  will  have all requisite power to enter into this Agreement
and  to  consummate  the  transactions  contemplated hereunder. Thereafter, this
Agreement,  and  the  other  agreements  referred to herein, will constitute the
valid  and binding obligations of Company, and will be enforceable in accordance
with  their  respective  terms.




SIGNATURE  PAGE


     IN  WITNESS  WHEREOF,  this  Consulting  Agreement has been executed by the
Parties  as  of  the  date  first  above  written.

iBIZ  Technology  Corporation     CONSULTANT


/s/  Kenneth  Shilling                         /s/  Mark  L.  Baum
----------------------                         -------------------
Kenneth  W.  Shilling                         Mark  L.  Baum
President