<PAGE>

Exhibit  4.1     Advisory  and  Consulting  Agreement


                    Number  of  Shares  and  Options
                    --------------------------------

     4.1(a)                     5,000,000

     4.1(b)                     5,000,000

     4.1(c)                     1,000,000



                                       14
<PAGE>
                                                                  Exhibit 4.1(a)

                              CONSULTING AGREEMENT


     AGREEMENT,  effective  as  of  the 9th day of January, 2003, between Famous
Fixins,  Inc., a New York Corporation (the "Company"), of 1325 Howard Ave. #422,
Burlingame,  CA  94010,  and  Peter  Benz,  25 Longview, Hillsborough, CA 944010
("Consultant").

     WHEREAS,  THE Company desires the Consultant to provide consulting services
to  the  Company  pursuant  hereto and Consultant is agreeable to providing such
services.

     NOW THEREFORE, in consideration of the premises and the mutual promises set
forth  herein,  the  parties  hereto  agree  as  follows:

1.   Consultant  shall serve as a consultant to the Company on general corporate
     matters,  particularly related to shareholder relations, and other projects
     as may be assigned by Michael Rudolph, Executive Director of the Company on
     an  as  needed  basis.

2.   Term: The Company shall be entitled to Consultant's services for reasonable
     times  when and to the extent requested by, and subject to the direction of
     Mr.  Rudolph. The term of this Consulting Agreement began as of the date of
     this  Agreement,  and  shall  terminate  on  March  31,  2003.

3.   Reasonable  travel and other expenses necessarily incurred by Consultant to
     render  such  services,  and  approved  in advance by the Company, shall be
     reimbursed  by  the  Company  promptly  upon  receipt of proper statements,
     including  appropriate  documentation, with regard to the nature and amount
     of  those  expenses.  Those  statements  shall  be furnished to the Company
     monthly  at  the end of each calendar month in the Consulting Period during
     which  any  such  expenses  are incurred. Company shall pay expenses within
     fifteen  (15)  business  days  of the receipt of a request with appropriate
     documentation.

4.   In  consideration  for  the  services  to  be  performed by Consultant, the
     Consultant will receive five million (5,000,000) shares of the common stock
     of  the  Company.

5.   It  is  the  express  intention  of  the  parties that the Consultant is an
     independent contractor and not an employee or agent of the Company. Nothing
     in  this  agreement  shall  be  interpreted  or  construed  as  creating or
     establishing  the  relationship  of  employer  and  employee  between  the
     Consultant and the Company. Both parties acknowledge that the Consultant is
     not  an  employee  for  state or federal tax purposes. The Consultant shall
     retain  the  right  to  perform services for others during the term of this
     agreement.

                                       15
<PAGE>

6.   Neither  this  agreement nor any duties or obligations under this agreement
     may  be assigned by the Consultant without the prior written consent of the
     Company.

7.   This  agreement  may  be  terminated  upon  ten (10) days written notice by
     either  the  Company  or  the  Consultant.

8.   Any notices to be given hereunder by either party to the other may be given
     either by personal delivery in writing or by mail, registered or certified,
     postage  prepaid  with  return  receipt  requested. Mailed notices shall be
     addressed  to  the  parties  at the addressed appearing in the introductory
     paragraph  of  this  agreement,  but  each  party may change the address by
     written  notice  in  accordance  with  the  paragraph.  Notices  delivered
     personally will be deemed communicated as of actual receipt; mailed notices
     will  be  deemed  communicated  as  of  two  days  after  mailing.

9.   This  agreement  supersedes any and all agreements, either oral or written,
     between the parties hereto with respect to the rendering of services by the
     Consultant  for  the  Company and contains all the covenants and agreements
     between  the  parties with respect to the rendering of such services in any
     manner  whatsoever.  Each  party  to  this  agreement  acknowledges that no
     representations, inducements, promises, or agreements, orally or otherwise,
     have been made by any party, or anyone acting on behalf of any party, which
     are not embodied herein, and that no other agreement, statement, or promise
     not contained in this agreement shall be valid or binding. Any modification
     of  this agreement will be effective only if it is in writing signed by the
     party  to  be  charged.

10.  This  agreement  will  be  governed by and construed in accordance with the
     laws  of  the  State of California, without regard to its conflicts of laws
     provisions;  and the parties agree that the proper venue for the resolution
     of  any  disputes  hereunder  shall  be  Los  Angeles  County,  California.

11.  For  purposes of this Agreement, Intellectual Property will mean (i) works,
     ideas, discoveries, or inventions eligible for copyright, trademark, patent
     or  trade  secret  protection;  and (ii) any applications for trademarks or
     patents, issued trademarks or patents, or copyright registrations regarding
     such  items.  Any items of Intellectual Property discovered or developed by
     the  Consultant  (or  the  Consultant's  employees) during the term of this
     Agreement  will  be  the  property  of  the  Consultant,  subject  to  the
     irrevocable  right and license of the Company to make, use or sell products
     and  services  derived from or incorporating any such Intellectual Property
     without  payment  of  royalties.  Such rights and license will be exclusive
     during  the  term  of this Agreement, and any extensions or renewals of it.
     After  termination  of  this  Agreement,  such  rights  and license will be
     nonexclusive,  but will remain royalty-free. Notwithstanding the preceding,
     the  textual  and/or graphic content of materials created by the Consultant
     under  this  Agreement (as opposed to the form or format of such materials)
     will be, and hereby are, deemed to be "works made for hire" and will be the
     exclusive  property  of  the  Company.  Each  party  agrees to execute such
     documents  as may be necessary to perfect and preserve the rights of either
     party  with  respect  to  such  Intellectual  Property.

                                       16
<PAGE>

12.  The  written,  printed,  graphic,  or  electronically  recorded  materials
     furnished  by  the  Company  for  use  by  the  Consultant  are Proprietary
     Information  and  are  the property of the Company. Proprietary Information
     includes,  but  is  not  limited to, product specifications and/or designs,
     pricing information, specific customer requirements, customer and potential
     customer  lists,  and  information  on  Company's  employees,  agent,  or
     divisions.  The  Consultant  shall  maintain  in  confidence and shall not,
     directly or indirectly, disclose or use, either during or after the term of
     this  agreement,  any Proprietary Information, confidential information, or
     know-how  belonging  to  the  Company,  whether  or not is in written form,
     except to the extent necessary to perform services under this agreement. On
     termination  of the Consultant's services to the Company, or at the request
     of  the  Company  before  termination,  the Consultant shall deliver to the
     Company  all  material  in  the  Consultant's  possession  relating  to the
     Company's  business.

13.  The  obligations  regarding  Proprietary  Information extend to information
     belonging  to  customers  and  suppliers  of  the  Company  about which the
     Consultant  may  have  gained  knowledge as a result of performing services
     hereunder.

14.  The  Consultant  shall  not,  during  the  term of this agreement and for a
     period  of one year immediately after the termination of this agreement, or
     any  extension  of  it,  either  directly  or  indirectly  (a) for purposes
     competitive with the products or services currently offered by the Company,
     call  on, solicit, or take away any of the Company's customers or potential
     customers  about  whom  the  Consultant  became  aware  as  a result of the
     Consultant's  services  to the Company hereunder, either for the Consultant
     or  for  any other person or entity, or (b) solicit or take away or attempt
     to  solicit  or  take  away  any  of the Company's employees or consultants
     either  for  the  Consultant  or  for  any  other  person  or  entity.

15.  The  Company will indemnify and hold harmless Consultant from any claims or
     damages  related  to  statements prepared by or made by Consultant that are
     either  approved in advance by the Company or entirely based on information
     provided  by  the  Company.

Consultant:                     Company:
Peter  Benz                     Famous  Fixins,  Inc.

/s/  Peter  Benz
______________________          By:_/s/  S.  Michael  Rudolph
                                  ---------------------------
                                   S.  Michael  Rudolph
                                   President  and  Director



                                       17
<PAGE>
                                                                  Exhibit 4.1(b)


                              CONSULTING AGREEMENT


     AGREEMENT,  effective  as  of  the  9th day of January 2003, between Famous
Fixins,  Inc., a New York Corporation (the "Company"), of 1325 Howard Ave. #422,
Burlingame,  CA  94010, and Howard Schraub, 8638 Rueffe Monte Carlo, La Jolla CA
92037  ("Consultant").

     WHEREAS,  THE Company desires the Consultant to provide consulting services
to  the  Company  pursuant  hereto and Consultant is agreeable to providing such
services.

     NOW THEREFORE, in consideration of the premises and the mutual promises set
forth  herein,  the  parties  hereto  agree  as  follows:

1.     Consultant  shall  serve  as  a  consultant  to  the  Company  on general
corporate  matters,  particularly  related  to  shareholder relations, and other
projects  as  may  be  assigned  by  Michael  Rudolph, President Director of the
Company  on  an  as  needed  basis.

2.     Term:  The  Company  shall  be  entitled  to  Consultant's  services  for
reasonable  times  when  and  to  the  extent  requested  by, and subject to the
direction of Mr. Rudolph.  The term of this Consulting Agreement began as of the
date  of  this  Agreement,  and  shall  terminate  on  March  31,  2003.

3.     Reasonable  travel  and other expenses necessarily incurred by Consultant
to  render  such  services,  and  approved  in  advance by the Company, shall be
reimbursed  by the Company promptly upon receipt of proper statements, including
appropriate  documentation,  with  regard  to  the  nature  and  amount of those
expenses.  Those statements shall be furnished to the Company monthly at the end
of  each  calendar month in the Consulting Period during which any such expenses
are  incurred.  Company  shall pay expenses within fifteen (15) business days of
the  receipt  of  a  request  with  appropriate  documentation.

4.     In  consideration  for  the  services  to be performed by Consultant, the
Consultant  will  receive  five  million (5,000,000) shares of the common stock.

5.     It  is  the  express  intention  of the parties that the Consultant is an
independent  contractor and not an employee or agent of the Company.  Nothing in
this agreement shall be interpreted or construed as creating or establishing the
relationship  of  employer  and employee between the Consultant and the Company.
Both  parties  acknowledge  that  the Consultant is not an employee for state or
federal tax purposes.  The Consultant shall retain the right to perform services
for  others  during  the  term  of  this  agreement.

                                       18
<PAGE>

6.     Neither this agreement nor any duties or obligations under this agreement
may  be  assigned  by  the  Consultant  without the prior written consent of the
Company.

7.     This  agreement  may  be  terminated upon ten (10) days written notice by
either  the  Company  or  the  Consultant.

8.     Any  notices  to  be  given hereunder by either party to the other may be
given  either  by  personal  delivery  in  writing  or  by  mail,  registered or
certified,  postage prepaid with return receipt requested.  Mailed notices shall
be  addressed  to  the  parties  at  the addressed appearing in the introductory
paragraph  of  this  agreement, but each party may change the address by written
notice  in  accordance with the paragraph.  Notices delivered personally will be
deemed  communicated  as  of  actual  receipt;  mailed  notices  will  be deemed
communicated  as  of  two  days  after  mailing.

9.     This agreement supersedes any and all agreements, either oral or written,
between  the  parties  hereto  with  respect to the rendering of services by the
Consultant for the Company and contains all the covenants and agreements between
the  parties  with  respect  to  the  rendering  of  such services in any manner
whatsoever.  Each  party to this agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by any
party,  or  anyone acting on behalf of any party, which are not embodied herein,
and  that  no  other  agreement,  statement,  or  promise  not contained in this
agreement shall be valid or binding.  Any modification of this agreement will be
effective  only  if  it  is  in  writing  signed  by  the  party  to be charged.

10.     This  agreement will be governed by and construed in accordance with the
laws  of  the  State  of  California,  without  regard  to its conflicts of laws
provisions;  and  the  parties agree that the proper venue for the resolution of
any  disputes  hereunder  shall  be  Los  Angeles  County,  California.

11.     For  purposes  of  this  Agreement,  Intellectual Property will mean (i)
works,  ideas,  discoveries,  or  inventions  eligible for copyright, trademark,
patent  or  trade secret protection; and (ii) any applications for trademarks or
patents, issued trademarks or patents, or copyright registrations regarding such
items.  Any  items  of  Intellectual  Property  discovered  or  developed by the
Consultant  (or  the  Consultant's  employees) during the term of this Agreement
will  be  the  property  of the Consultant, subject to the irrevocable right and
license  of  the Company to make, use or sell products and services derived from
or  incorporating  any  such Intellectual Property without payment of royalties.
Such rights and license will be exclusive during the term of this Agreement, and
any  extensions  or  renewals  of it.  After termination of this Agreement, such
rights  and  license  will  be  nonexclusive,  but  will  remain  royalty-free.
Notwithstanding  the  preceding, the textual and/or graphic content of materials
created by the Consultant under this Agreement (as opposed to the form or format
of  such  materials) will be, and hereby are, deemed to be "works made for hire"
and will be the exclusive property of the Company.  Each party agrees to execute
such  documents as may be necessary to perfect and preserve the rights of either
party  with  respect  to  such  Intellectual  Property.

                                       19
<PAGE>

12.     The  written,  printed,  graphic,  or  electronically recorded materials
furnished  by  the Company for use by the Consultant are Proprietary Information
and  are  the property of the Company.  Proprietary Information includes, but is
not  limited  to,  product  specifications  and/or designs, pricing information,
specific  customer  requirements,  customer  and  potential  customer lists, and
information  on  Company's employees, agent, or divisions.  The Consultant shall
maintain  in  confidence and shall not, directly or indirectly, disclose or use,
either  during or after the term of this agreement, any Proprietary Information,
confidential  information,  or know-how belonging to the Company, whether or not
is  in  written  form,  except to the extent necessary to perform services under
this  agreement.  On termination of the Consultant's services to the Company, or
at  the  request of the Company before termination, the Consultant shall deliver
to  the  Company  all  material  in  the Consultant's possession relating to the
Company's  business.

13.     The  obligations regarding Proprietary Information extend to information
belonging  to  customers and suppliers of the Company about which the Consultant
may  have  gained  knowledge  as  a  result  of  performing  services hereunder.

14.     The  Consultant  shall  not, during the term of this agreement and for a
period  of  one year immediately after the termination of this agreement, or any
extension of it, either directly or indirectly (a) for purposes competitive with
the  products or services currently offered by the Company, call on, solicit, or
take  away  any of the Company's customers or potential customers about whom the
Consultant  became aware as a result of the Consultant's services to the Company
hereunder,  either  for the Consultant or for any other person or entity, or (b)
solicit  or  take  away  or attempt to solicit or take away any of the Company's
employees  or  consultants  either for the Consultant or for any other person or
entity.

15.     The  Company will indemnify and hold harmless Consultant from any claims
or  damages  related  to  statements  prepared by or made by Consultant that are
either  approved  in  advance  by  the  Company or entirely based on information
provided  by  the  Company.

Consultant:                     Company:
Howard  Schraub                 Famous  Fixins,  Inc.


/s/  Howard  Schraub
______________________          By:_/s/  S.  Michael  Rudolph
                                  ---------------------------
                                  S.  Michael  Rudolph
                                  President  and  Director


                                       20
<PAGE>


                                                                  Exhibit 4.1(c)

                              CONSULTING AGREEMENT

AGREEMENT,  effective as of the 1st day of January, 2003, between Famous Fixins,
Inc.,  a  New  York  Corporation  (the  "Company"),  of  1325  Howard Ave. #422,
Burlingame, CA 94010, and Owen Naccarato, 19600 Fairchild, Suite 260, Irvine, CA
92612  ("Consultant").

                                   WITNESSETH

     WHEREAS,  the  Company  requires  and  will  continue to require consulting
services  relating  management,  strategic  planning and marketing in connection
with  its  business;  and

     WHEREAS,  Consultant  can  provide  the Company with strategic planning and
marketing  consulting  services  and is desirous of performing such services for
the  Company;  and

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

     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 on March 31, 2003, unless earlier terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

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

     During  the  term  of  this  Agreement,  Consultant shall provide advice to
undertake  for  and  consult  with the Company concerning management, marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters  in  connection  with  the  operation  of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and  advise  the  Company  regarding  its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus  any  additional  services  contemplated  thereby:

     (a)     The  implementation of short-range and long-term strategic planning
to  fully  develop  and  enhance  the  Company's assets, resources, products and
services.  The consultant will provide to Calypte's Executive Chairman a written
report of services rendered and results thereof within 30 days of the conclusion
of  this  contract.;  and

     (b)     Advise  the  Company  relative  to  its  legal  needs  relating
specifically  to  its  corporate  transactional  needs.

                                       21
<PAGE>

     4.     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  fillings  with  all federal and state
securities  agencies;  with full and complete copies of all stockholder reports;
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.
            ------------

     The  Company  will  immediately  grant  Consultant  1,000,000 shares of the
Company's  Common  Stock.

     6.  REPRESENTATIONS  AND  INDEMNIFICATION.
         -------------------------------------

     The  Company  shall be deemed to have been made a continuing representation
of  the  accuracy  of  any and all facts, material information and data which it
supplies  to Consultant and acknowledges its awareness that Consultant will rely
on  such  continuing  representation  in  disseminating  such  information  and
otherwise  performing  its  advisory  functions.  Consultant  in  the absence of
notice  in  writing  from  the  Company  will rely on the continuing accuracy of
material,  information  and data supplied by the Company.  Consultant represents
that  he  has  knowledge  of  and is experienced in providing the aforementioned
services.

     The  Consultant  acknowledges  that  he  is  not  engaged  in  services  in
connection with the offer or sale of securities in a capital-raising transaction
for  Calypte,  and  further,  the  Consultant  does not and will not directly or
indirectly  promote  or  maintain  a  market  for  Calypte's  securities.

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

     Termination:  This Agreement may be terminated by either Party upon written
     -----------
notice  to  the  other  Party  for any reason, which shall be effective five (5)
business  days from the date of such notice.  This Agreement shall be terminated
immediately  upon  written  notice  for  material  breach  of  this  Agreement.

     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.

     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.

     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.

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

                                       22
<PAGE>

     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.

     Disagreements:  Any  dispute  or  other disagreement arising from or 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  Alameda  County,  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)).

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

Famous  Fixins,  Inc.                             Consultant



/s/  S.  Michael  Rudolph                         /s/  Owen  Naccarato
-------------------------                         --------------------
S.  Michael  Rudolph                              Owen  Naccarato
President  and  Director


                                       23
<PAGE>