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                                                                     Exhibit 4.3

                                                            CONSULTING AGREEMENT

THIS MEMORANDUM is evidence of a consulting agreement (the "Agreement") entered
into on the 1st of April, 2001 between I-TRANSACTION.NET, INC. (the
"Corporation") and KRISTIAN LAVEREAU (the "Consultant"):

1.       RECITALS
1.1      The Corporation has agreed to engage the services of the Consultant and
         the Consultant has agreed to render his services to the Corporation
         upon the terms and conditions herein contained.

2.       ENGAGEMENT
2.1      The Consultant irrevocably agrees to provide his exclusive services to
         the Corporation, or such affiliated or related entity of the
         Corporation as the Corporation may deem more appropriate from time to
         time for taxation or business reasons (and for purposes of this
         agreement, such affiliated or related entity or entities are included
         in the definition of the "Corporation");

2.2      The Consultant agrees to devote his full time and attention to the
         Corporation as may be reasonably required by the Corporation for the
         fulfillment of the Consultant's services as set out herein.

2.3      The Consultant's services shall include INTER ALIA, all services
         consistent with the office of Director, Business Operations (the
         "Services"), and without limiting the generality of the foregoing, the
         Consultant shall:
         (1)      perform those duties that may reasonably be expected to be
                  performed by a Director, Business Operations, diligently and
                  faithfully to the best of the Consultant's abilities and in
                  the best interests of the Corporation;
         (2)      be responsible for the day to day operations of the
                  Corporation;
         (3)      use his best efforts to promote the business, interests, and
                  goodwill of the Corporation;
         (4)      report to the Board of Directors of the Corporation on the
                  management, operations and business affairs of the
                  Corporation;
         (5)      advise the Board of Directors of the Corporation to the best
                  or his ability and in accordance with reasonable business
                  standards on business matters that arise from time to time.

3.       REPRESENTATIONS, WARRANTIES AND COVENANTS
3.1      The Consultant represents, warrants and covenants that the Consultant
         has the right and capacity to enter into and to perform his obligations
         under this agreement.

4.       CONSULTANT'S COMPENSATION
4.1      The Corporation shall pay to the Consultant a fee in return for his
         services hereunder in the amount of $75,000.00 United States dollars,
         less deductions or withholdings required by law and any other
         deductions that are mutually agreed (the "Fee"). The Corporation may,
         at its sole discretion, choose to pay the Fee to the Consultant by
         issuing stock of the Corporation to the Consultant, in which case stock
         of the Corporation shall be issued on the basis of $0.055/share and the
         Consultant shall receive a maximum of 1,363,636 shares, of which up to
         497,000 may be free-trading shares ("Registered Shares) and the balance
         (866,636) shall be restricted shares ("Restricted Shares"). The
         Corporation undertakes and commits to registering the Registered Shares
         issuable in respect of the Consultant's Fee for resale under the
         Securities Act of 1933, as amended. Further, and notwithstanding any
         consent of ITNI, Consultant understands that the Restricted Shares
         issuable in respect of the Consultant's Fee have not been registered
         under the Securities Act of 1933. The Consultant agrees that the
         Restricted Shares issuable in respect of the Consultant's Fee may not
         be sold, offered for sale, pledged, hypothecated, or otherwise
         transferred except pursuant to an effective registration statement
         under the Securities Act of 1933, or an opinion of counsel satisfactory
         to the Corporation that registration is not required under such Act or
         unless sold pursuant to Rule 144 under such Act.


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5.       TERM
5.1      The term of the Agreement shall be for a period of twelve (12) months
         commencing on the latest date indicated beside the parties signatures
         hereon, unless and until terminated in accordance with the terms
         hereof.

5.2      The Corporation shall have the ability to suspend the Agreement during
         the period of any mental, physical or other disability or incapacity of
         the Consultant which prevents the Consultant from fully performing the
         terms hereof or complying with any obligation of the Consultant to be
         performed hereunder; provided always that the Corporation shall have
         the right at its option to terminate the Agreement at any time during
         the continuance of any contingency mentioned in this paragraph 6.3 in
         the event that such contingency continues for twelve consecutive weeks,
         or an aggregate period of six (6) months in any eighteen (18) month
         period.

5.3      The Corporation may terminate the Agreement:
         (1)      at any time without notice or payment in lieu of notice for
                  cause and the Consultant shall cease to be engaged by the
                  Corporation effective forthwith upon such termination;
         (2)      at any time without notice or payment in lieu of notice upon
                  the death of the Consultant, and the Consultant shall cease to
                  be engaged by the Corporation effective forthwith upon the
                  Consultant's death;
         (3)      at the end of the initial term or renewal term thereof, by
                  written notice given to the Consultant at least two (2) weeks
                  prior to the expiration of the then current term, and the
                  Consultant shall cease to be engaged by the Corporation
                  effective forthwith, and the Corporation shall pay to the
                  Consultant those sums owing to the Consultant for the said
                  two-week period, and Consultant shall receive same in full and
                  final satisfaction of any and all liabilities or obligations
                  of the Corporation arising out of this Agreement.

5.4      The Consultant may terminate his engagement at any time on two (2)
         weeks written notice to the Corporation, and the Consultant shall cease
         to be engaged by the Corporation effective forthwith, and the
         Corporation shall pay to the Consultant those sums owing to the
         Consultant for the said two-week period, and Consultant shall receive
         same in full and final satisfaction of any and all liabilities or
         obligations of the Corporation arising out of this Agreement.

5.5      For purposes of this Agreement, "for cause" means:
         (1)      the continued failure of the Consultant to perform his duties
                  according to the terms of his engagement;
         (2)      a breach by the Consultant of his fiduciary obligation to the
                  Corporation;
         (3)      a failure by the Consultant to exercise the minimum standard
                  of care required of him in performance of his duties as
                  President;
         (4)      criminal dishonesty intended to or resulting in personal gain
                  to the Consultant at the Corporation's expense; sexual
                  harassment of employees or contractors or customers, and other
                  criminal, immoral or improper conduct;
         (5)      the engaging in of any act which is materially injurious to
                  the Corporation, financially or otherwise.

6.       OBLIGATIONS UPON TERMINATION
6.1      Except as expressly provided herein, the Consultant shall not be
         entitled to any compensation or other benefits in the event of the
         termination of the Consultant's engagement with the Corporation. Any
         payments made pursuant to this Article 7 shall be in full satisfaction
         of all claims the Consultant may have against the Corporation, its
         subsidiaries, affiliates, directors and officers, under the applicable
         engagement standards legislation, or any successor or applicable
         legislation, at common law, or otherwise, in respect of any matters
         pertaining to the engagement of the Consultant or the termination
         thereof.

6.2      The Consultant agrees to accept such notice, or such payment in lieu of
         notice as is required to

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         be given under applicable engagement legislation in full satisfaction
         of all actions, causes of action, claims, and demands of every nature
         or kind arising out of or in any way connected with the engagement of
         the Consultant by the Corporation and the termination thereof, and the
         Consultant further agrees to execute, immediately upon receipt of such
         notice and/or payment, a full and final release of the Corporation from
         all actions, causes of action, claims and demands of every nature or
         kind arising out of or in any way connected with the engagement of the
         Consultant by the Corporation and the termination thereof.

7.       CONFIDENTIAL INFORMATION
7.1      The Consultant acknowledges and agrees that the Consultant will be
         privy to certain information, including data, processes, "know-how,"
         systems, tangible materials, apparatus, methods, procedures,
         agreements, memoranda, plans, customer lists, contracts, finances,
         programs, projects, business affairs, ideas, and other information
         relating to the undertakings of the Corporation, some of which will be
         contributed in whole or in part by the Consultant, and all of which are
         valuable, special and unique assets of the Corporation, (all
         hereinafter called the "Proprietary Information") and that the
         Proprietary Information is the property of the Corporation, which the
         Corporation is entitled to protect.

7.2      As a material inducement to the Corporation to employ or to continue to
         employ the Consultant and to pay to the Consultant to compensation for
         such services to be rendered to the Corporation by the Consultant (it
         being understood and agreed by the parties that the compensation shall
         also be paid and received in consideration), the Consultant agrees that
         the Consultant shall not, except with the prior written consent of the
         Corporation, or except as necessary for the performance of the Services
         in connection with the Corporation's business and in accordance with
         the Corporation's business practices and engagement policies, at any
         time during or following the term of the Consultant's engagement by the
         Corporation, directly or indirectly, disclose, divulge, publish,
         reveal, report, transfer or use for any purpose any of the information
         which has been obtained or disclosed to the Corporation as a result of
         the Consultant's engagement by the Corporation, including any of the
         Proprietary Information.

7.3      Failure to mark any of the Proprietary Information as confidential,
         proprietary or protected shall not affect its status as part of the
         Proprietary Information under the terms of this Agreement.

7.4      Disclosure of any information of the Corporation shall not be
         prohibited if the disclosure is directly pursuant to a valid and
         existing order of a court of competent jurisdiction or governmental
         body or agency within North America; provided, however, that (a) the
         Consultant shall first have given prompt notice to the Corporation of
         any possible or prospective order (or proceeding pursuant to which any
         order may result), and (b) Corporation shall have been afforded a
         reasonable opportunity to prevent or limit any disclosure.

7.5      For the purposes of this Agreement, Proprietary Information shall not
         include information which is or becomes publicly available without
         breach of (a) this Agreement, (b) any other agreement or instrument to
         which the Corporation is a party or a beneficiary or (c) any duty owed
         to the Corporation by the Consultant or any third party; provided,
         however, that the Consultant acknowledges and agrees that, except as
         otherwise provided herein, if the Consultant shall seek to disclose,
         divulge, reveal, report publish, transfer or use, for any purpose, any
         Proprietary Information, the Consultant shall bear the burden of
         proving that any information shall have become publicly available
         without any breach.

8.       OUTSIDE ACTIVITIES
8.1      The Consultant agrees that his engagement with the Corporation is
         exclusive to the Corporation, and that similar work of any nature
         elsewhere or participation in any business similar to that carried on
         by the Corporation is prohibited unless previously approved by the
         Corporation in writing. The Consultant shall immediately disclose to
         the Corporation the facts of any situation or circumstances where a
         conflict of interest appears to be present so that a determination can
         be made by Corporation's board of directors as to whether such conflict
         of interest does exist. The Consultant shall take whatever action is
         deemed to be necessary by the board of directors of the Corporation to
         resolve such conflict of interest. The Consultant understands and
         agrees that exception to this policy will not be made if the
         Corporation believes such outside work could, in any way, interfere
         with the Consultant's performance or responsibilities or such
         participation could constitute a conflict of interest.

9.       RELATIONSHIP
9.1      Except to the extent that the Parties otherwise agree in writing, this
         Agreement does not constitute and shall not be construed as
         constituting a partnership, joint venture, or employer/employee
         relationship between the Parties. The Consultant shall at all times
         remain an independent contractor of the Corporation, and neither party
         shall represent itself to be a employee of the other, nor assume any
         obligation or enter into any contract on behalf of the other.

10.      NOTICES
10.1     Any notice required or permitted to be given hereunder may be
         effectively given by facsimile transmission or prepaid registered mail.

10.2     If delivered by facsimile transmission, any such notice shall be deemed
         to have been given on the date and at the time shown on the facsimile
         transmission report therefore, If mailed as aforesaid, any such notice
         shall have been deemed to have been given on the second business day
         following that on which the letter containing the notice is posted; and
         if delivered as aforesaid, any notice shall be deemed to have been
         given on the date of delivery. Any party to the Agreement may change
         its address for service from time to time by notice given in accordance
         with the foregoing.

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11.      GENERAL PROVISIONS
11.1     This Agreement shall be governed by and construed in accordance with
         the laws of the Province of Ontario and the laws of Canada applicable
         therein.

11.2     No waiver by either party or any breach of this Agreement by the other
         party shall be deemed to be a waiver of any preceding or succeeding
         breach hereof.

11.3     A provision of this agreement which is found by a court of competent
         jurisdiction to be unlawful or unenforceable shall be severed from the
         agreement without affecting the enforceability of any other provision.

11.4     The rights which accrue to the Corporation under this Agreement shall
         pass to its successors or assigns. The rights of the Consultant under
         this Agreement are not assignable or transferable in any manner.

11.5     The headings in this agreement are for convenience only, and shall not
         be of any effect in construing the contents of the respective Articles.

11.6     This Agreement shall be binding upon the heirs, executors,
         administrators, legal and personal representatives and assigns of the
         parties hereto.

11.7     This Agreement constitutes the entire understanding between the parties
         and supersedes all prior agreements, written or oral, express or
         implied, between the parties with respect to the subject matter hereof,
         and such prior agreements are terminated and cancelled and each of the
         parties releases and forever discharges the other of and from all
         manner of action, causes of action, claims or demands under or in
         respect of any such prior agreement.

11.8     This Agreement cannot be modified except by a written instrument signed
         by both parties hereto.

11.9     The Consultant acknowledges that he has read and understands this
         Agreement, and acknowledges that he has had the opportunity to obtain
         independent legal advice with respect to it.

11.10    This Agreement and any appendicies or schedules hereto may be executed
         in any number of counterparts with the same effect as if all the
         Parties had signed the same document; all counterparts shall be
         construed together and shall constitute one (1) agreement. This
         Agreement may be delivered by facsimile transmission.

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12.      EXECUTION
12.1     As evidence of their agreement, the parties have signed below on the
         date first written above.

         I-TRANSACTION.NET, INC.



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         Per:



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         Kristian Lavereau