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                                                              EXHIBIT 4.2

                              CONSULTING AGREEMENT

         This Consulting Agreement (the "Consulting Agreement") made as of June
7, 2001 by and between Peter Benz, 543 Virginia Street, San Mateo, CA 94402,
("Consultant") and Kanakaris Wireless, with offices at 65 Enterprise, Suite 365,
Aliso Viejo, California, 92656 (the "Company").

                                   WITNESSETH

         WHEREAS, the Company requires and will continue to require consulting
services relating to 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 one year thereafter, 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:



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

                  (b) Develop and assist in 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;

                  (c) Advise the Company relative to the recruitment and
                  employment of key executives consistent with the expansion of
                  operations of the Company;

                  (d) The identification, evaluation, structuring, negotiating
                  and closing of joint ventures, strategic alliances, business
                  acquisitions and advice with regard to the ongoing managing
                  and operating of such acquisitions upon consummation thereof;
                  and

                  (e) Advice and recommendations regarding corporate financing
                  matters including the structure, terms and content.

         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 plus the option to purchase 2,000,000 shares of the
Company's Common Stock with an exercise price at $.11 per share, which warrant
shall expire on December 31, 2001 at 5:00 P.M. P.S.T. Consultant, in providing
the foregoing services, shall be reimbursed for any pre-approved out-of-pocket
costs, including, without limitation, travel, lodging, telephone, postage and
Federal Express charges.



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         6.       REPRESENTATION 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.

         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.

         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 Orange 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)).



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

KANAKARIS WIRELESS                             CONSULTANT

/s/ Alex Kanakaris                             /s/ Peter Benz
-------------------                            ----------------
Alex Kanakaris                                 Peter Benz
Chief Executive Officer