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EXHIBIT 4.2


                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (the "Agreement") is made on December 13,
2001 between iLive, Inc. (the "Company") and Todd Gilligan ("Consultant") and is
effective on January 2, 2002.

                                 R E C I T A L S

         A. Consultant has extensive experience in Media Content Creation and
Acquisition and the Company seeks to benefit from Consultant's expertise by
retaining Consultant as the Company's exclusive Media Consultant pursuant to the
terms of this Agreement.

         B. Consultant wishes to provide consulting services for the Company
pursuant to the terms of this Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, the Company and Consultant agree 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. SERVICES. During the term of this Agreement, Consultant shall
provide advice and consulting services to the Company with respect to matters
related to the digital editing and encoding of video content, testing of the
streaming content and general consulting on the development of the Company's
streaming platform. In addition, upon request by the Company, Consultant shall
keep the Company informed about applications, features, and specifications in
the area of development of the Company's streaming content which may broaden or
change from time to time as well as be available for assisting in quality
control issues.

         3. COMPENSATION. As full consideration for the consulting services to
be provided by Consultant during the term of this Agreement, the Company shall
immediately issue to Consultant 1,100,000 shares of the Company's common stock.
Consultant, in providing the foregoing services, shall be reimbursed by the
Company for any pre-approved out-of-pocket costs, including, without limitation,
travel, lodging, telephone, postage and Federal Express charges.

         4. COMPETITION. Consultant represents to the Company that Consultant
does not have any agreement to provide consulting services to any other party,
firm, or company in the streaming media or encoding industry on matters relating
to the scope of this consultancy, and will not enter into any such agreement
during the term of this Agreement.

         5. CONFIDENTIALITY. Consultant acknowledges that certain information
elements (the "Information Elements") provided and to be provided by the Company
are or may be significantly strategically important and, therefore, constitute
trade secrets for purposes of this Agreement. During the term of this Agreement
and for a further period of twelve (12) months following the termination
thereof, Consultant undertakes to do the following in favor of the Company,
except for Information Elements which are posted on the Company's Website and
those Information Elements forming part of the public domain.


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         (a) Consultant shall keep the Information Elements confidential and not
disclose same;

         (b) Consultant shall take and implement all appropriate measures to
preserve the confidential nature of the Information Elements;

         (c) Consultant shall not communicate, transmit, exploit or otherwise
use the Information Elements whether for its own behalf or on behalf of third
parties; and

         (d) Consultant shall take all appropriate measures to ensure that its
partners, shareholders, directors, representatives, agents, mandataries,
officers, employees and related persons maintain the confidential nature of the
Information Elements for the Company's exclusive benefit.

         6. RETURN OF MATERIALS. The Consultant agrees to promptly return,
following the termination of this Agreement or upon earlier request by the
Company, all software, computer files, database information, and video materials
in Consultant's possession supplied by the Company in conjunction with
Consultant's consulting services under this Agreement or generated by Consultant
in the performance of consulting services under this Agreement.

         7. TERM AND TERMINATION.

         (a) This Agreement shall be for a term of six (6) months, renewable
upon reasonable terms and conditions as may be agreed upon by the Company and
Consultant.

         (b) Termination of the Agreement under this paragraph shall not affect
the Company's obligation to pay for services previously performed by Consultant
or expenses reasonably incurred by Consultant for which Consultant is entitled
to reimbursement under paragraph 3, above.

         8. MISCELLANEOUS.

         (a) This Agreement shall inure to the benefit of and be binding upon
the respective heirs, executors, successors, representatives, and assigns of the
parties, as the case may be.

         (b) The relationship created by this Agreement shall be that of
independent contractor, and Consultant shall have no authority to bind or act as
agent for the Company or its employees for any purpose.

         (c) The Company will not use Consultant's name in any commercial
advertisement or similar material used to promote or sell products, unless the
Company obtains in advance the written consent of Consultant.

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         (d) Notice or payments given by one party to the other hereunder shall
be in writing and deemed to have been properly given or paid if deposited with
the United States Postal Service, registered or certified mail, addressed as
follows:

                                   iLive, Inc.
                                   2102 Business Center Drive
                                   Irvine, California  92612

                                   Todd Gilligan
                                   9647 Leaside Drive
                                   Dallas, Texas 75238

         (e) This Agreement replaces all previous agreements and the discussions
relating to the subject matters hereof and constitutes the entire agreement
between the Company and Consultant with respect to the subject matter of this
Agreement. This Agreement may not be modified in any respect by any verbal
statement, representation, or agreement made by any employee, officer, or
representative of the Company, or by any written documents unless it is signed
by an officer of the Company and by Consultant.

         (f) If any term or provision of this Agreement is deemed invalid,
contrary to, or prohibited under applicable laws or regulation of any
jurisdiction, this Agreement shall be interpreted as if such invalid agreements
or covenants were not contained herein.

         (g) It is the intention of the parties hereto that this Agreement and
the performance hereunder and all suits and special proceedings hereunder be
construed in accordance with and pursuant to the laws of the State of California
and that in any action, special proceeding or other proceeding that may be
brought arising out of, in connection with, or by reason of this Agreement, the
laws of the State of California, without regard to conflicts of law principles,
shall be applicable. The parties agree to submit all litigation arising
hereunder to the state or federal courts located in Orange County, California
and consent to the jurisdiction and venue of such courts and further waive any
objection that such courts are inconvenient forum.

         IN WITNESS WHEREOF, the parties have executed this Agreement effective
the date first stated above.

                                          ILIVE, INC.


                                          By: /S/ SCOTT HENRICKS
                                              ----------------------------------
                                              Scott Henricks, President


                                          CONSULTANT


                                          By: /S/ TODD GILLIGAN
                                              ----------------------------------
                                              Todd Gilligan




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