EXHIBIT 4.2

                              CONSULTING AGREEMENT

THIS AGREEMENT dated as of January 1, 2001.

AMONG:

                     MUELLER & COMPANY, INC.

                     ("Mueller & Company")

AND:

                     IDEAS INC.

                     ("Ideas")

           (Mueller & Company and Ideas collectively referred to herein as
           the "Consultant")

AND:

                     MARK MUELLER

                     ("Mueller")

AND:

                     AARON FERTIG

                     ("Fertig")

AND:

                     UNITY WIRELESS CORPORATION

                     (the "Client")

WHEREAS:

A. The Client is a public company  incorporated  in Delaware and involved in the
business of the commercialization of wireless technologies;

B. Mueller & Company and Ideas have valuable  experience in assisting  companies
in finding acquisition and strategic partnership  candidates and in consummating
acquisitions and strategic partnerships;

<PAGE>


C.  Mueller  is an  employee  of  Mueller  &  Company  and has  specialized  and
particular  knowledge and skills concerning the matters referred to in Recital B
and the business of the Client;

D. Fertig is an employee of Ideas and has specialized  and particular  knowledge
and skills  concerning the matters  referred to in Recital B and the business of
the Client; and

E. The  Consultant  has agreed to provide  consulting  services  to the  Client,
further to the terms and conditions of this Agreement.

THIS AGREEMENT  WITNESSES that in  consideration  of the premises and the mutual
covenants of the parties,the parties agree as follows:

1.         Definitions

1.1   In this  Agreement, the following  words and phrases have the meanings set
forth after each:

     (a)  "Confidential  Information"  means all  proprietary,  confidential and
          other  non-public  information,  know-how  and  data  (oral,  written,
          graphic, demonstrative, machine recognizable or otherwise) relating to
          the  proprietary  technology  and/or  business of the Client  which is
          disclosed by the Client to the Consultant under this Agreement;

     (b)  "Consultant's  Services"  means the  services  to be  provided  by the
          Consultant  under  this  Agreement,  as  set  out in s.  2.1  of  this
          Agreement;

     (c)  "Disclosure Materials" means materials prepared by the Client, with or
          without  the  assistance  of the  Consultant,  for  presentation  to a
          potential acquisition and/or strategic partnership candidate;

     (d)  "Effective  Date"  means  the  date  set  forth  on  page  one of this
          Agreement;

     (e)  "Extraordinary  Event"  means  the event  described  in s. 4.3 of this
          Agreement;

     (f)  "Product(s)" means all products and services marketed,  or intended to
          be marketed, by the Client; and

     (g)  "Warrant"  means a warrant  entitling  the  holder to  purchase  up to
          200,000  shares of the common stock of the Client at an exercise price
          of $0.38  the  terms and  conditions  of which  are more  particularly
          described in Schedule A. 2.

<PAGE>



The Consultant's Services

2.1  The Consultant will perform for the Client the following services:

     (a)  reviewing and advising on the managerial and marketing requirements of
          the Client;

     (b)  assisting  the Client in developing  an effective  investor  relations
          strategy;

     (c)  reviewing  and  advising on the budget,  business  plans and any other
          corporate material of the Client;

     (d)  assisting the Client in finding acquisition and strategic  partnership
          candidates   and   in   consummating    acquisitions   and   strategic
          partnerships;

     (e)  meeting and conferring with officers,  employees and business contacts
          of the Client;

     (f)  identifying  and arranging  meetings for the Client in the appropriate
          investment markets (e.g.  securities firms,  institutional  investors,
          stock  brokers,  business  media,  analysts,  fund  managers and other
          groups active in the wireless and hi tech sectors);

     (g)  reviewing and advising on the investor communication  materials of the
          Client, including annual reports, corporate brochures and website; and

     (h)  soliciting feedback from the investment, analyst and media communities
          respecting the Client and presentations given by the Client.


2.2  The  Consultant  shall make no  representations  to potential  investors or
     third  parties  modifying the terms and  conditions of Client's  Product(s)
     warranty  or  warranties.  The  Consultant  may  rely  on  such  Product(s)
     warranties as may be furnished to the Consultant by the Client or as may be
     provided in the Uniform Commercial Code and inform potential  investors and
     third parties of such  warranties,  if required in the course of performing
     its services hereunder.

2.3  The Consultant  may, at its own discretion and at its own cost and expense,
     employ, retain or contract with such persons, firms and corporations as the
     Consultant may select in order to provide the Consultant's Services.

2.4  The Consultant will not represent itself as an agent of the Client and will
     not make any representations or commitments on behalf of the Client without
     the prior written consent of the Client.



<PAGE>


2.5  Notwithstanding  s. 2.3, the  Consultant  designates,  and will provide and
     make  available  the  services  of,  Mueller  and  Fertig  to  perform  the
     Consultant's  Services, and represents and warrants that Mueller and Fertig
     have the  required  skills and  experience  to perform the  services and to
     exercise  the  responsibilities  required  of  the  Consultant  under  this
     Agreement.

2.6  The Consultant  will bear the sole,  exclusive and complete  responsibility
     for the  activities and  remuneration  of persons,  firms and  corporations
     engaged  under s. 2.3,  and will  indemnify  the Client and its  directors,
     officers, employees and agents from and against any loss, liability, claim,
     damage or expense, including the reasonable cost of investigating, settling
     or defending  any alleged  loss,  liability,  claim,  damage or expense and
     reasonable counsel fees incurred in connection  therewith,  incurred by the
     Client or its directors,  officers,  employees or agents as a result of, or
     in connection  with,  the execution by the  Consultant of the  Consultant's
     office and duties under this Agreement or the activities of persons,  firms
     and corporations engaged under s. 2.3.

2.7  The Consultant  shall not be required to devote its full time and attention
     to the  performance  of its duties under this  Agreement,  but shall devote
     only so much of its time and attention as it deems  reasonable or necessary
     for such  purposes.  The  Consultant  shall be  available  to  perform  its
     services under this Agreement in New York City or elsewhere,  as reasonably
     and mutually agreed upon by the Client and the Consultant.

3.   Term and Termination

3.1  The term of this Agreement  shall be for two years from the Effective Date,
     subject to the right of either the Client or the  Consultant  to  terminate
     this Agreement on 30 days written notice.

4.   Compensation

4.1  The  Client  shall pay the  Consultant  for the  Consultant's  Services  as
     follows:

     (a)  by the  immediate  vesting of 125,000 of the warrant  rights under the
          Warrant;

     (b)  during the term of this  Agreement,  by the  vesting of the balance of
          the warrant rights under the Warrant in equal quarterly instalments at
          the  end  of  each  full  calendar   quarter  of  performance  of  the
          Consultant's Services under this Agreement.

4.2  If the Client terminates this Agreement without cause, any unvested Warrant
     rights shall immediately vest.

4.3  If the  performance  of  the  Consultant's  Services  results  in an  event
     bringing extraordinary benefit to the Client, such extraordinary benefit to
     be  reasonably  and  mutually  agreed  upon by the  parties  at the time of
     occurrence thereof,  any unvested Warrant rights shall immediately vest and
     the Consultant shall have no further obligations under this Agreement.

<PAGE>



4.4  To the extent  permitted by law,  there shall be no  withholding or payroll
     taxes respecting the Warrant.

4.5  The Warrant  represents the entire  compensation  payable to the Consultant
     under  this  Agreement.The  Consultant  shall  not be  reimbursed  for  its
     expenses.

5.   Exercise of Warrant

5.1  Vested  Warrant rights under this Agreement  shall be  exerciseable  at any
     time and from time to time as follows:

     (a)  if ss.  5.1(b),  5.1(c) and 5.1(d) do not apply,  within one year from
          the date of the expiration of the term of this Agreement,  unless this
          day falls on a  non-business  day, in which case the next business day
          shall apply;

     (b)  if the Consultant  has  terminated the Agreement,  within 90 days from
          the  effective  date of the  termination,  unless  this day falls on a
          non-business day, in which case the next business day shall apply;

     (c)  if the Client has terminated the Agreement  without cause,  within one
          year from the effective date of the termination, unless this day falls
          on a  non-business  day,  in which  case the next  business  day shall
          apply;

     (d)  if the Client has terminated the Agreement with cause,  within 30 days
          from the effective date of the termination, unless this day falls on a
          non-business day, in which case the next business day shall apply; and

     (e)  upon the occurrence of an  Extraordinary  Event,  within one year from
          the  effective  date of the  vesting of Warrant  rights  under s. 4.3,
          unless  this day falls on a  non-business  day, in which case the next
          business day shall apply.

5.2  The Client shall not terminate  this Agreement for cause unless it provides
     the Consultant with 30 days prior written notice of such termination and an
     opportunity to cure any breach referred to in such notice.

6.   Registration of Shares

6.1  Upon the exercise of Warrant  rights and as instructed  by the  Consultant,
     the shares  issuable  under the Warrant  shall be registered in the name of
     the nominee(s) of the Consultant as outstanding on the books and records of
     the Client.

<PAGE>



6.2  Concurrently  with  registration of other shares of the common stock of the
     Client  under the  Securities  Act of 1933 and at the sole  expense  of the
     Client,  the Client will attend upon  registration  with the Securities and
     Exchange Commission of the shares issuable under the Warrant.

7.   Confidentiality

7.1  The  Consultant,   Mueller  and  Fertig   (referred  to  in  this  section,
     collectively,  as the "Disclosee") shall hold the Confidential  Information
     in trust for the Client  (referred to in this  section as the  "Discloser")
     and shall not disclose it to any  unauthorized  persons during or after the
     termination  of this  Agreement,  without the prior written  consent of the
     Discloser.

7.2  The  obligations  of the  Disclosee  and of their  directors,  officers and
     employees,  with respect to any Confidential  Information disclosed to them
     under this Agreement  shall cease if the  Confidential  Information (i) was
     legally  known  to or in the  possession  of the  Disclosee  at the time of
     disclosure to the Disclosee by the Discloser, (ii) legally is or has become
     part of the public domain through no fault of the Disclosee, (iii) has been
     disclosed to the Disclosee by a third party on a non-confidential basis and
     without breaching any contractual,  confidential or fiduciary obligation or
     any law or (iv) has been  independently  developed by the Disclosee without
     reference to the Confidential Information.

8.   Rights to Work  Product

8.1  All patentable and unpatentable inventions,  discoveries,  ideas, materials
     and programs which are made or conceived by the Consultant in the course of
     or as a result of the performance of the Consultant's Services shall become
     the sole  and  exclusive  property  of the  Client  throughout  the  world.
     Promptly upon the conception of such invention,  discovery, idea, materials
     or program,  the  Consultant  will disclose it to the Client and the Client
     shall  have the full  power  and  authority  to file and  prosecute  patent
     applications throughout the world on it and to procure and maintain patents
     on it. The  Consultant  shall,  at the  request  and expense of the Client,
     execute  documents and perform such acts as legal counsel of the Client may
     deem necessary or advisable,  to confirm in the Client all right, title and
     interest  throughout the world, in and to such  invention,  discovery idea,
     materials or program, and all patent  applications,  patents and copyrights
     on it, and to assist the Client in  procuring,  maintaining,  enforcing and
     defining patents, petty patents, copyrights, and other applicable statutory
     protection  throughout the world on any such  invention,  discovery,  idea,
     materials or programs  which may be  patentable or  copyrightable.  Without
     limitation,  the Consultant, as author of any written, graphic, artistic or
     creative work,  that the Consultant  will produce as part of performing the
     Consultant's  Services,  will transfer  absolutely to the Client all of the
     rights of the Consultant to the copyright in such work.



<PAGE>


9.   Disclosure Materials

9.1  All Disclosure Materials shall be subject to review by the Client and shall
     not  be  distributed  if  the  Client  determines,  in  the  Client's  sole
     discretion,  that  they  would  disclose  Confidential  Information  or are
     otherwise inappropriate.

10.  No Partnership or Joint Venture

10.1 Nothing in this Agreement shall be construed to render one party liable for
     any present or future debts, obligations or liabilities of another party or
     to  create a  partnership  or joint  venture,  or to  render  one party the
     employee or the agent of another.

11.  Representations and Warranties of the Consultant

11.1 The Consultant  represents and warrants that its entry into and performance
     under  this  Agreement  does  not  violate  any   outstanding   obligation,
     contractual or otherwise,  which the Consultant may owe to any third party,
     nor any order, writ, injunction,  decree,  judgment,  statute, rule, law or
     ruling. 11.2 The Consultant warrants that the Consultant's Services will be
     of the kind and quality designated.

12.  Representations and Warranties of the Client

12.1 The Client  represents  and  warrants  that its entry into and  performance
     under  this  Agreement  does  not  violate  any   outstanding   obligation,
     contractual or otherwise,  which the Client may owe to any third party, nor
     any order,  writ,  injunction,  decree,  judgment,  statute,  rule,  law or
     ruling.

12.2 The  Client  represents  and  warrants  to the  Consultant  that:  (a)  all
     information and documentation furnished by it to Consultant accurately will
     depict in all  material  respects  the Client and its business and proposed
     business  and will  not,  to the best of the  Client's  knowledge,  contain
     material misstatements or omissions; and (b) Disclosure Materials which the
     Client  approves  as  provided  in s. 9.1 will  accurately  depict,  in all
     material respects,  the Client and its business and proposed business,  and
     will not contain any material  misstatements or omissions of material facts
     which make any statement set forth therein materially false or misleading.

12.3 The Client represents and warrants to the Consultant that:

     (a)  the Warrant and the shares  issuable  thereunder  (the  "Shares") have
          been fully authorized;

     (b)  the Client has taken all necessary action to authorize the issuance of
          the Warrant and the Shares;

     (c)  when issued pursuant to the Warrant, the Shares will be validly issued
          and  non-assessable  and no  personal  liability  will  attach  to the
          ownership of the Shares;


<PAGE>


     (d)  the Client has  reserved all Shares  issuable  pursuant to the Warrant
          and  will,  at all  times,  reserve a  sufficient  number of Shares to
          perform all of its obligations under the Warrant.

13.  Indemnification by the Consultant

13.1 The  Consultant  will  indemnify the Client,  its  directors,  officers and
     employees,  successors  and  assigns  from and  against any and all claims,
     demands,  suits at law or in  equity,  loss,  damage,  attorney's  fees and
     liability of any kind due to,  arising out of or resulting from a breach of
     any covenant,  representation  or warranty  made by the  Consultant in this
     Agreement.

14.  Indemnification by the Client

14.1 The  Client  will  indemnify  the  Consultant,  its  directors,   officers,
     employees,  successors  and  assigns  from and  against any and all claims,
     demands,  suits at law or in  equity,  loss,  damage,  attorney's  fees and
     liability of any kind due to,  arising out of or resulting from a breach of
     any  covenant,  representation  or  warranty  made  by the  Client  in this
     Agreement,  including  without  limitation  any claim  brought by any third
     party with respect to Disclosure  Materials approved by the Client pursuant
     to s. 9.1.

15.  Termination of July 1, 2000  Consulting  Agreement

15.1 The  Consulting  Agreement  among the  parties  dated as of July 1, 2000 is
     terminated  and is of no  further  force  or  effect;  and  the  Consultant
     renounces all warrant rights vested thereunder.

16.  General

16.1 The  failure by a party to  require  performance  of  another  party of any
     provision  hereof  shall not affect in any way nor  derogate  from the full
     right to require such  performance  at any time  thereafter,  nor shall the
     waiver  by a party  of a breach  of any  provision  hereof  be held to be a
     waiver of the  provision  itself.  No breach  shall be excused  unless such
     waiver  or excuse of breach is in  writing  and  signed by the  waiving  or
     excusing  party.  No written waiver or excuse shall  constitute a waiver or
     excuse of any other or subsequent breach.

16.2 Notices given hereunder  shall be in writing,  and shall be deemed received
     when personally delivered (by overnight courier or otherwise) or seven days
     after mailing by certified or registered  mail,  return receipt  requested,
     postage prepaid, to the following respective addresses:



<PAGE>

   Notice to Mueller & Company, Inc., Ideas Inc., Mark Mueller and Aaron Fertig:

                     242 Fourth Street

                     Lakewood, New Jersey 08701

                     (732) 364-3555 (fax)

  Notice to Unity Wireless Corporation:

                     7438 Fraser Park Drive

                     Burnaby, B.C. V5J 5B9

                     (604) 267-2701 (fax)

Any party may change such notice  address by giving notice of such change to the
other parties.

16.3 This  Agreement  supersedes any other  agreements,  either oral or written,
     between the parties and contains all of the agreements  between the parties
     pertaining  to  its  subject  matter.  The  parties   acknowledge  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.  No modification  hereof shall be effective unless
     in writing and signed by the parties.

16.4 Each of the  parties  shall,  upon  request,  execute  and deliver all such
     further  documents and  instruments and do all such further acts and things
     as may be reasonably necessary after the the execution and delivery of this
     Agreement  to  evidence,  carry  out or  give  full  effect  to the  terms,
     conditions, intent and meaning of this Agreement.

16.5 This  Agreement  shall be governed  by the laws of the  Province of British
     Columbia.  The British  Columbia  courts shall have exclusive  jurisdiction
     over this Agreement and the enforcement  thereof.  16.6 If any provision of
     this Agreement not essential to its principal objectives is held by a court
     of  competent  jurisdiction  to be  invalid,  void  or  unenforceable,  the
     remaining  provisions shall nevertheless  continue in full force and effect
     without being  impaired or invalidated in any way, and each party agrees to
     interpret  and apply the  Agreement to  implement  its intent to the extent
     permitted by law.

16.7 All indemnities, covenants, representations and warranties contained in ss.
     7, 8, 11, 12, 13 and 14 shall survive the expiration or earlier termination
     of this Agreement.

16.8 All dollar amounts in this Agreement are in U.S. currency, unless otherwise
     specified.



<PAGE>


16.9 This  Agreement  may be executed by facsimile  transmission  and in several
     counterparts, each of which counterparts together, shall form one original.

THE  PARTIES  INTENDING TO BE LEGALLY BOUND have  executed this  Agreement as of
the date first written above.


MUELLER & COMPANY, INC.



Authorized Signatory

IDEAS INC.



Authorized Signatory



MARK MUELLER



AARON FERTIG


UNITY WIRELESS CORPORATION


Authorized Signatory