EXHIBIT 4.1
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                  CONSULTING AGREEMENT
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This Agreement is made as of this March 6, 2001, by and
between Diamond International Group, Inc., ("the Company")
a corporation duly organized and existing under the laws of
Delaware, with offices at 6 Commercial Street, Hicksville,
New York 11801 and ("the Consultant") Robert Esposito, 710
Oakfield Drive, Suite 202, Brandon, Florida 33511.
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WHEREAS, the Company is engaged in the business of
acquiring and investing in businesses with high growth
potential,
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WHEREAS, the Consultant provides management and business
strategy consulting services,
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WHEREAS, the Company wishes to retain the services of the
Consultant on the following terms and conditions:
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1.     The Company hereby retains the services of the
Consultant for a period of six (6) months terminating on
July 31, 2001.  In exchange for the Consulting Services (as
that term is defined herein), the Consultant shall receive
300,000 shares of the Diamond International Group, Inc.
common stock registered under S-8 filing upon execution of
this agreement.  As additional consideration, the Company
hereby agrees that, at its sole discretion, it may issue to
the Consultant after one month an additional 300,000 shares
of common stock registered under S-8.
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2.     The Consultant shall, employing its best efforts,
assist the Company by:  providing management and business
strategy consulting services.
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3.     The Consultant shall be an independent contractor
and shall have no right or authority to assume or create
any obligations or responsibility, express or implied, on
behalf of or in the name of the Company, unless
specifically authorized in writing by the Company.  No
provision of this Agreement shall be construed to preclude
consultants from pursuing other consulting projects.
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4.     The Consultant (including any person or entity
acting for or on behalf of the Consultant) shall not be
liable for any mistakes of fact, errors of judgment, for
losses sustained by the Company or any subsidiary or for
any acts or omissions of any kind, unless caused by the
negligence or intentional misconduct of the Consultant or
any person or entity acting for or on behalf of the
Consultant.
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5.     The Company and its present and future subsidiaries
jointly and severally, agree to indemnify and hold harmless
the Consultant against any loss, claim, damage or liability
whatsoever, (including reasonable attorneys' fees and
expenses), to which such Indemnified Party may become
subject as a result of performing any act (or omitting to
perform any act) contemplated to be performed by the
Consultant pursuant to this Agreement if such act or
omission did not violate the provisions of Section 4 of
this Agreement.  So long as the Company has not provided
counsel to the Indemnified Party in accordance with the
terms of this Agreement, the Company and its subsidiaries
agree to reimburse the defense of any action or
investigation (including reasonable attorney's fees and
expenses), subject to any understanding from such
Indemnified Party to repay the Company or its subsidiaries
if it is ultimately determined that such Indemnified Party
is not entitled to such indemnity.  In case any action,
suit or proceeding shall be brought or threatened, in
writing, against any Indemnified Party, it shall notify the
Company within twenty (20) days after the Indemnified Party
receives notice of such action, suit or such threat.  The
Company shall have the right to appoint the Company's
counsel to defend such action, suit or proceeding, provided
that such Indemnified Party consents to such representation
by such counsel, which consent shall not be unreasonably
withheld.  In the event any counsel appointed by the
Company shall not be acceptable to such Indemnified Party,
then the Company shall have the right to appoint
alternative counsel for such Indemnified Party reasonably
acceptable to such Indemnified Party, until such time as
acceptable counsel can be appointed.  In any event, the
Company shall, at its sole cost and expense, be entitled to
appoint counsel to appear and participate as co-counsel in
the defense thereof.  The Indemnified Party, or its
co-counsel, shall promptly supply the Company's counsel
with copies of all documents, pleadings and notices which
are filed, served or submitted in any of the
aforementioned.  No indemnified Party shall enter into any
settlement without the prior written consent of the
Company, which consent shall not be unreasonably withheld.
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6.     This Agreement shall be binding upon the Company and
the Consultant and their successors and assigns and shall
supercede any prior agreement or contracts between the
parties and/or affiliates of the Consultant including, but
not limited to, Internet Marketing Solutions, Inc.
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7.     If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for
any reason whatsoever, (i) the validity, legality and
enforceability of the remaining provisions of this
Agreement (including, without limitation, each portion of
any Section of this Agreement containing any such provision
held to be invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby; and (ii) to the
fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section
of this Agreement containing any such provision held to be
invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifested by the provision
held, invalid illegal or unenforceable.
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8.     No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by
both parties hereto.  No waiver of any other provisions
hereof (whether or not similar) shall be binding unless
executed in writing by both parties hereto nor shall such
waiver constitute a continuing waiver.
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9.     This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be
deemed to be an original but all of which shall constitute
one and the same Agreement.
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10.     The Parties agree that should any dispute arise in
the administration of this Agreement, that the agreement
shall be governed and construed by the Laws of the State of
New York.
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11.     This Agreement contains the entire agreement
between the Parties with respect to the consulting services
to be provided to the Company by the Consultant and
supersedes any and all prior understandings, agreement or
correspondence between the Parties.
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IN WITNESS WHEREOF, the Company and the Consultant have
caused this Agreement to be signed by duly authorized
representatives as of the day and year first above written.
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DIAMOND INTERNATIONAL GROUP, INC.
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/s/ Richard Levinson
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    President
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/s/ Robert Esposito
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    Robert Esposito (Consultant)
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