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EXHIBIT 4.2

                        CONSULTING AND SERVICES AGREEMENT
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              THIS  AGREEMENT  is  dated February 5, 2003, by and between Warren
Heminger  of  410 Catalonia Ave, Coral Gables, Florida 33134 ("Consultant"), and
Torbay  Holdings,  Inc.,  a Delaware corporation, having places of business at 4
Muford  Place,  Suite  2G,  Hempstead,  NY,  11550  ("Company").

                                  WITNESSETH:

     Consultant  is  engaged  in  the business of, among other things, providing
consulting  and business advisory services, and the Company seeks these services
for  the  Company;  and

NOW, THEREFORE, the parties hereto agree as follows:

1.     Services.  Consultant  shall,  during  the  term  of this Agreement,
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provide  the  following  services  to  the  Company:

     a)   Consultant  shall  analyze  and  provide  advice  as to both short and
long-term  strategic  business  plans,  business  development,  mergers  and
acquisitions;  as  well  as  make  recommendations  for  strategic  partners.

     b)  Consultant  shall  provide all the consulting services described herein
directly  to  management  of  the Company. While the Consultant is authorized to
speak  to  and  consult  with  others, the Consultant does not have any right or
power to bind the Company to any matter whatsoever or to make any representation
pertaining  to the Company whatsoever. Further, the Consultant is not authorized
or  empowered  to commit the Company to any recommendations or course of action,
or  any  agreement,  promise,  or  representation;  and

     c)  Consultant  shall provide such other general consulting services as may
be  reasonably  requested  by  the  Company, from time to time, during the term;
subject  to  mutual  understanding and written agreement between the Company and
Consultant.

     d) Consultant shall be available, including by receiving telephone calls to
the  Consultant's  business,  receiving  calls  while  traveling  at hotels, and
otherwise. Consultants shall also be available to review and receive information
concerning  the  Company  8  hours  a  day,  including  while  at home and while
traveling,  provided that the parties agree that reasonable efforts will be made
to  provide such information by fax or during normal business hours. (Consultant
agrees that holidays will not be excluded from the foregoing, so that Consultant
shall  be  available  to  consult  even  on holidays as are necessary in exigent
circumstances.)

     e)  Consultant shall be fully responsible for complying with all applicable
state  and  federal  laws  and  regulations  concerning  the  activities  of the
Consultant,  including  the  business  and  operations  of  the  Consultant.

2.  Consulting  Compensation.  In  consideration  for  the  services  to be
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provided  by the Consultant pursuant to Section 1 above, the Consultant shall be
compensated  as  follows:

     a)  Consultant  shall be issued up to 2,000,000 shares of restricted common
stock  registered  as S8 free trading stock the effective date of issue of which
will  be  deemed as the commencement date of this agreement. 1,251,000 shares of
S8 registered stock will be issued upon commencement up on the effective date in
lieu  of  payment  for  the  Initial  Period.  Further issuance from the balance
remaining  will  be for payment, as agreed, for subsequent periods. Shares shall
be  issued  on  February 5, 2003 or as soon after as practical and within 2 days
thereof.

     b)  Consultant  shall be reimbursed for any pre-approved travel and related
expenses  when  providing services to the Company; subject to a written estimate
or  statement which is provided by the Consultant to the Company and approved by
its  President.

3.  Indemnification.  Both  the  Company and Consultant shall indemnify and
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hold  harmless  one  another  as  to  and  against  all losses, claims, damages,
liabilities,  and  expenses (including reasonable attorney's fees) caused by the
actions of the other and for which any subsequent action is brought by any third
party.  Both  parties  shall  indemnify  and hold harmless one another as to all
losses,  claims,  damages, liabilities, and expenses caused by any prior acts of
the other.  The Company shall also indemnify and hold harmless the Consultant as
to  and against all losses, claims, damages, liabilities, and expenses caused by
any  untrue  or  alleged fact required to be stated therein or necessary to make
the  statements  therein not misleading as to the public filings of the Company;
provided,  however,  that the Company will not be liable in any such case to the
extent  that  such  item  arises  out of or is based upon an untrue statement or
alleged  untrue  statement, prospectus or preliminary prospectus or any omission
or  alleged  omission  to  state  therein  a material fact required to be stated
therein  or  necessary to make the statements therein not misleading in reliance
upon,  and  in  conformity  with,  information  furnished  to  the  Company  by
Consultant,  and/or  in  any  case  the  Consultant  is  aware  of  the problem.

4.  Term.  The term of this Agreement shall be for an initial term (the "Initial
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Term")  of  Two  (2)  months commencing on the date first set forth above.  This
Agreement  may  be extended beyond the Initial Term and the rate of compensation
may  be  adjusted  as  long  as  it  is  agreeable  to  both  parties.

5.  Non-Exclusive.  Consultant  shall  devote  such  of  its time and effort, as
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Consultant  deems  necessary  or  desirable  to  the  discharge  of  its  duties
hereunder. The Company acknowledges that Consultant is engaged in other business
activities  and  that  it  will continue such activities during the term of this
Agreement.  Consultant  shall  not be restricted from engaging in other business
activities  during  the  term  of  this  Agreement.

6.  Confidentiality.  Consultant  shall,  and  shall  cause officers, directors,
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employees  and  agents  of  Consultant  to,  hold  confidential and not publish,
disclose  or  make  accessible to any other person not bound by an obligation of
confidentially, all confidential information, if any, which Consultant or any of
its  officers,  directors,  employees, or agents may, from time-to-time, possess
relating  to  financial  condition,  results  of  operation, business, property,
assets  or  liabilities  of  the Company; provided, however, the restrictions of
this  sentence  shall  not  apply to information that (I) is publicly available,
(II)  already  is  known  to  Consultant  at the time of disclosure, or (III) is
received  from  a third party not under any obligation of confidentiality to the
Company.

7.   Benefit, Burden, and Assignment.  The provisions herein shall ensure to the
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benefit  of, and be binding upon, the parties hereto and their permitted assigns
and successors. This Agreement may be assigned without the prior written consent
of  all  parties  hereto.

8.   Severability.  If  any  provision  of this Agreement shall be deemed by any
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court  of  competent  jurisdiction  invalid  or unenforceable to any extent, the
remainder  of  this Agreement, or the application of such provision in any other
circumstance shall not be affected thereby and each provision shall otherwise be
valid  and  shall be enforced to the fullest extent permitted by applicable law.

9.  Governing  Law.  The  laws of the State of Florida, U.S.A. shall govern this
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Agreement,  and the venue for any action, claim or proceeding in connection with
this  Agreement  shall  be  a  court  of  competent jurisdiction in Dade County,
Florida.

10.    Entire  Agreement.   This  Agreement sets forth all of the promises,
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agreements, conditions, understandings, warranties and representations among the
parties  with  respect  to  the subject matter hereof. This Agreement is, and is
intended  by  the  parties to be, an integration of any and all prior agreements
and  understandings,  oral,  written,  express  or  implied  with respect to the
subject  matter  hereof.

11.    Captions.  Captions  in  this  Agreement are for convenience of reference
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only  and  shall  not  be  used  in  the  interpretation.

12.    Independent  Legal  Counsel.  The parties agree and acknowledge that they
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have  been represented by independent legal counsel, or have had the opportunity
to  obtain independent legal counsel, have been advised that it is in their best
interests  to  do  so, and by execution of this Agreement have waived the right.

13.  Amendments  and  Modification.  No  amendment  or modification to this
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Agreement  shall  be  valid  unless in writing and signed by the parties hereto.

14.    Ambiguities.  The parties hereby acknowledge that the normal rule of
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construction  to  the  effect  that  ambiguities in an agreement are constructed
against  the  drafting  party  shall  not  apply  to  this  Agreement.

15.    Cooperation.  Each  party  hereby  agrees to provide such reasonable
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cooperation  and  execute  such  reasonable  documents  as  shall  be reasonably
required  or  requested  by  the  other  party  hereto to perform the Agreement.

16.    Written  Provisions.  Hand-written  provisions  hereto  initiated  by the
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parties  hereto  shall  control  to  the  extent  of any conflict with the typed
provisions  herein.

17.     Execution. This Agreement may be executed via facsimile and in
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counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  instrument.


IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE
DAY AND YEAR FIRST ABOVE WRITTEN.



Warren Heminger                   Torbay Holdings, Inc. (DE)



______________________           ______________________
Consultant                       President and CEO





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