Exus Networks, Inc.


                                                            By: /s/ Isaac Sutton
                                                              Name: Isaac Sutton



                                                                    Exhibit 4.2

                              CONSULTING AGREEMENT

         CONSULTING AGREEMENT dated as of February 7, 2003 (this "Agreement") by
and between Exus Networks, Inc., a Nevada corporation (the "Company"), and Mark
Mayoka, an individual (Mayoka" or the "Consultant").

                               W I T N E S S E T H

         WHEREAS, the Company wishes to retain Consultant to provide the Company
with certain consulting services and consultant is willing to provide such
consulting services, on the terms and conditions set forth herein.
         NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants and agreements hereinafter contained, the parties hereby agree
as follows:
         Section 1. Retention of Mayoka. The Company hereby retains and engages
Mayoka, and Mayoka hereby accepts such engagement, in each case subject to the
terms and conditions of this Agreement.
         Section 2.        Services.
                           --------
         (a) On the terms and subject to the conditions herein contained, the
Company hereby engages Consultant as a consultant, and Consultant hereby accepts
such engagement.
         (b) With regard to operations, strategic planning and business
development, the Consultant shall consult with the Company regarding:
                (i)   developing new sources of business;
                (ii)  identifying and analyzing possible strategic alliances
                      with telecommunication companies or others, and
                      acquisitions;
                (iii) evaluation and analysis of the Company's marketing plans
                      and new products and services;
                (iv)  review of the business plans for the Company, including
                      the review of budgets and projections;
                (v)   a detailed evaluation of the Company's competition in new
                      and existing markets;
                (vi)  analysis of information on a periodic basis concerning the
                      financial performance of the Company and the markets in
                      which it operates;
                (vii) identification of suitable merger and acquisition
                      candidates; and
                (viii)such other aspects of the business of the Company as
                      Consultant and the Company may agree from time to time.
         (c) In connection with any proposal made by Mayoka pursuant to this
Agreement, the Company and Mayoka acknowledge that the Company shall not be
obligated to accept such proposal or further obligate itself hereunder. Any
arrangement or agreement between the Company and a third party shall be
evidenced by an agreement duly authorized and executed by the Company.
         Section 3. Compensation. The Company agrees to pay to Mayoka $30,000 as
compensation for the services specified in Section 2 hereof. The Company
acknowledges that it does not currently have the financial ability to pay for

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Mayoka's services in cash. Therefore, in lieu of such cash payment and in
consideration of the services heretofore rendered, and to be rendered by Mayoka,
pursuant to this Agreement, and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged by the Company, the
Company, concurrently with the execution hereof, shall issue to Mayoka 3,000,000
shares (the "Shares") of the Company's common stock, par value $0.001 per share
(the "Common Stock"), which includes payment by the Consultant to the Company of
the par value of the Shares.
         Section 4. Confidentiality; Non-Competition. Mayoka acknowledges that
in the course of his engagement, he will become familiar with trade secrets and
other confidential information (collectively, "Confidential Information")
concerning the Company. Mayoka agrees that he shall retain the Confidential
Information in strict confidence and not disclose to any third party any or all
of the Confidential Information without the express written prior consent of the
Company. Furthermore, Mayoka agrees that during the Term (as defined below) and
for a period of one year thereafter neither he nor any affiliate or family
member shall directly or indirectly, for their account or on behalf of any other
party, whether as an employer, employee, consultant, manager, member, agent,
broker, contractor, stockholder, director, officer, investor, owner, lender,
partner, joint venturer, franchisor, franchisee, licensor, licensee, sales
representative, distributor or otherwise, or through any business entity or
vehicle whatsoever: (i) conduct, advise or render services to any business
activity in competition with the Company or (ii) solicit, hire or retain any
employee or consultant of the Company or its affiliates, or persuade or entice
any employee or consultant of the Company to leave the employ of the Company or
its affiliates.
         Mayoka agrees and acknowledges that, in the event of a threatened
breach or default, or a breach or default, by the Consultant of the terms and
conditions of this Section 4 of this Agreement, the Company would be irreparably
harmed and thus will not have an adequate remedy at law. In the event of any
such breach or default the Company shall be entitled to institute and prosecute
proceedings in any federal or state court of competent jurisdiction to enforce
the specific performance of the terms and conditions of this Section 4 and to
enjoin further violations of the provisions of this Agreement. Such remedies
shall however be cumulative and not exclusive and shall be in addition to any
other remedies to which the Company may have.
         Section 5. Term.  This Agreement shall be for a term of one year
commencing on the date hereof (the "Term").
         Section 6. Representations and Warranties of Mayoka.

         (a) Mayoka represents and warrants to the Company that he is not
acquiring the Shares with a view to, or for resale in connection with, any
distribution in violation of the Securities Act of 1933, as amended.
         (b)      Mayoka represents and warrants to the Company that:
                  (i)      Mayoka is a natural person;
                  (ii)     Mayoka shall provide bonafide services to the Company
                           pursuant to this Agreement; and
                  (iii)    the services to be provided pursuant to this
                           Agreement are not in connection with the offer or
                           sale of securities and do not directly or indirectly
                           promote or maintain a market for the Company's
                           securities.
         Section 7. Indemnification.
         The Company agrees to indemnify and hold harmless Mayoka and his
affiliates against any and all losses, claims, damages, obligations, penalties,
judgments, awards, liabilities, costs, expenses and disbursements (and all
actions, suits, proceedings and investigations in respect thereof and any and
all legal or other costs, expenses and disbursements in giving testimony or
furnishing documents in response to a subpoena or otherwise), including, without
limitation, the costs, expenses, and disbursements, as and when incurred, of

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investigating, preparing or defending any such action, proceeding or
investigation (whether or not in connection with litigation to which Mayoka is a
party), directly or indirectly, caused by, relating to, based upon, arising out
of or in connection with information provided by the Company which contains a
material misrepresentation or material omission in connection with the provision
of services by Mayoka under this Agreement; provided, however, such indemnity
agreement shall not apply to any portion of any such loss, claim, damage,
obligation, penalty, judgment, award, liability, cost, expense or disbursement
to the extent it is found by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of Mayoka. The Company also
agrees that Mayoka shall not have any liability (whether direct or indirect in
contract or tort or otherwise) to the Company or to any person (including,
without limitation, Company shareholders) claiming through the Company for or in
connection with the engagement of Mayoka, except to the extent that any such
liability results from Mayoka's gross negligence or willful misconduct. This
indemnification shall survive the termination of this Agreement.
         Each party entitled to indemnification under this Agreement (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
be unreasonably withheld), and the Indemnified Party may participate in such
defense at such party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 7. Each Indemnified
Party shall furnish such information regarding itself or the claim in question
as an Indemnifying Party may reasonably request in writing and as shall be
reasonably required in connection with defense of such claim and any litigation
resulting therefrom.
         Section 8. Governing  Law.  This  Agreement  shall be governed by, and
construed in  accordance  with,  the laws of the State of New York without
regard to the conflict of law principles thereof.
         Section 9. Entire Agreement; Amendments. This Agreement contains the
entire agreement and understanding between the parties and supersedes and
preempts any prior understanding or agreements, whether written or oral. The
provisions of this Agreement may be amended or waived only with the prior
written consent of the Company and Mayoka.
         Section 10. Successors and Assigns; No Assignment. This Agreement shall
be binding upon, inure to the benefit of, and shall be enforceable by Mayoka and
the Company and their respective successors and permitted assigns. The
Consultant acknowledges that the services to be rendered by him under this
Agreement are unique and personal. Accordingly, the Consultant shall not assign
any of his rights or delegate any of his duties or obligations under this
Agreement.
         Section 11.Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed effective and given upon
actual delivery if presented personally, one business day after the date sent if
sent by prepaid telegram, overnight courier service, telex or facsimile
transmission or five business days if sent by registered or certified mail,
return receipt requested, postage prepaid which shall be addressed to the
following addresses:

                     If to the Company:
                                        Exus Networks, Inc.
                                        150 E. 58th Street, 25th floor
                                        New York, New York 10155
                                        Attention: Isaac Sutton, President
                                        Telephone: (212) 514-6600
                                        Facsimile:
                     If to Mayoka:
                                        Mark Mayoka
                                        1-212-697-7979
         Section 12. Severability. If any provision of this Agreement or the
application of any provision to any person or circumstance shall be held
invalid, illegal or unenforceable in any respect by a court of competent
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision hereof.
         Section 13. Section and Other Headings. The section headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
         Section 14. Counterparts. This Agreement may be executed in any number
of counterparts and by facsimile, each of which when so executed and delivered
shall be deemed to be an original and all of which together shall be deemed to
be one and the same Agreement.
         Section 15. Independent Contractor. The Consultant agrees and
acknowledges that he is solely responsible to pay all of his own taxes with
respect to the issuance of the Shares to the Consultant hereunder. The
Consultant shall not be entitled to receive, and shall not receive, any other
benefits of employment from the Company, including, without limitation,
disability insurance, worker's compensation or any other benefits incidental to
any employer-employee relationship; it being the intention and agreement of the
parties hereto that the Consultant's relationship with the Company is that of an
independent contractor. Furthermore, this Agreement shall not be construed to
create between the Company and the Consultant the relationship of principal or

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agent, joint venturers, co-partners or employer and employee, the existence of
which is hereby expressly denied by the Company and the Consultant. The
Consultant shall not be an agent of the Company for any purposes whatsoever and
the Consultant shall have any right or authority to bind the Company or create
any obligations, express or implied, on behalf of or in the name of the Company.
         Section 16. No Conflicting Agreements. The Consultant represents that
he is not a party to any other agreement or arrangement which would conflict
with or interfere with the performance of his duties or obligations under this
Agreement.


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


                                                     EXUS NETWORKS, INC.



                                                 By: /s/ Isaac H. Sutton
                                                     --------------------
                                                 Name:   Isaac H. Sutton
                                                 Title:  President




                                                 By: /s/ Mark Mayoka
                                                     ---------------
                                                         MARK MAYOKA