Exhibit 4.2


This  Agreement (the "Agreement") is dated February 17, 2003 and is entered into
by  and  between    KAIRE  HOLDINGS,  INC.  (hereinafter "KAHI" or "CLIENT") and
George  Lefevre  and  Scott  Absher  (otherwise  known  as  NEOTACTIX,  INC.)
(hereinafter  "NTX").

1.    Conditions.  This  Agreement  will  not take effect, and NTX will have no
      -----------
      obligation  to  provide  any  service  whatsoever, unless and until CLIENT
      returns  a  signed  copy  of  this  Agreement  to  NTX  (either by mail or
      facsimile  copy). In addition, CLIENT shall be truthful with NTX in regard
      to  any  relevant  or material information provided by CLIENT, verbally or
      otherwise  which  refers,  relates,  or otherwise pertains to the CLIENT's
      business,  this  Agreement  or  any  other relevant transaction. Breach of
      either  of these conditions shall be considered a material breach and will
      automatically  grant  NTX  the  right  to terminate this Agreement and all
      moneys,  and  other forms of compensation, paid or owing as of the date of
      termination  by  NTX  shall  be  forfeited  without  further  notice. Upon
      execution  of this Agreement, CLIENT agrees to fully cooperate with NTX in
      carrying  out  the  purposes  of  this Agreement, keep NTX informed of any
      developments  of  importance  pertaining to CLIENT's business and abide by
      this  Agreement  in  its  entirety.



2.    SCOPE  AND  DUTIES.  During  the term of this Agreement, NTX will perform
      -------------------
      the  following  services  for  CLIENT:
      2.1   ADVICE  AND COUNSEL.  NTX will provide advice and counsel regarding
            -------------------
      CLIENT's  strategic  business  plans,  strategy  and  negotiations  with
      potential  business  strategic partnering, corporate planning and or other
      general  business  consulting  needs  as  expressed  by  CLIENT.
      2.2   MERGERS  AND  ACQUISITIONS.  NTX will provide assistance to CLIENT,
            --------------------------
      as mutually agreed, in identifying merger and / or acquisition candidates,
      assisting in any due diligence process, recommending transaction terms and
      providing  advice  and  assistance  during  negotiations,  as  needed.
      2.3   CLIENT  AND/OR  CLIENT'S  AFFILIATE TRANSACTION DUE DILIGENCE.  NTX
            -------------------------------------------------------------
      will  participate  and  assist  CLIENT in the due diligence process, where
      possible, on all proposed financial transactions affecting CLIENT of which
      NTX  is notified in writing in advance, including conducting investigation
      of  and  providing  advice  on  the  financial,  valuation and stock price
      implications  of  the  proposed  transaction(s).
      2.4   ANCILLARY  DOCUMENT  SERVICES.  If  necessary,  NTX will assist and
            -----------------------------
      cooperate  with  CLIENT in the development, editing and production of such
      documents as are reasonably necessary to assist in any transaction covered
      by  this  Agreement.  However,  this  Agreement  will  not  include  the
      preparation  or  procuring  of legal documents or those documents normally
      prepared  by  an  attorney.
      2.5   ADDITIONAL  DUTIES.  CLIENT  and  NTX  shall  mutually  agree,  in
            ------------------
      writing,  for  any  additional  duties  that NTX may provide to CLIENT for
      compensation  paid  or  payable  by  CLIENT under this Agreement. Although
      there  is  no  requirement  to  do so, such additional agreement(s) may be
      attached  hereto and made a part hereof by written amendments to be listed
      as  "Exhibits"  beginning  with "Exhibit A" and initialed by both parties.
      2.6   STANDARD  OF PERFORMANCE. NTX shall devote such time and efforts to
            ------------------------
      the  affairs  of  the  CLIENT  as  is  reasonably  necessary to render the
      services  contemplated by this Agreement. Any work or task of NTX provided
      for  herein which requires CLIENT to provide certain information to assist
      NTX  in  completion  of the work shall be excused (without effect upon any
      obligation  of  CLIENT)  until  such time as CLIENT has fully provided all
      information  and  cooperation  necessary for NTX to complete the work. The
      services  of  NTX shall not include the rendering of any legal opinions or
      the performance of any work that is in the ordinary purview of a certified
      public  accountant,  or  other licensed professional. NTX cannot guarantee
      results on behalf of CLIENT, but shall use commercially reasonable efforts
      in  providing the services listed above. If an interest is communicated to
      NTX  regarding  satisfying  all  or  part  of  CLIENT's  business  and


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      corporate  strategic planning needs, NTX shall notify CLIENT and advise it
      as  to  the  source  of such interest and any terms and conditions of such
      interest.
      2.7   NON-GUARANTEE.  NTX  MAKES  NO  GUARANTEE  THAT NTX WILL BE ABLE TO
            -------------
      SUCCESSFULLY  LOCATE A MERGER OR ACQUISITION TARGET AND IN TURN CONSUMMATE
      A  MERGER  OR  ACQUISITION  TRANSACTION  FOR  CLIENT,  OR  TO SUCCESSFULLY
      COMPLETE  SUCH  A  TRANSACTION WITHIN CLIENT'S DESIRED TIME FRAME. NEITHER
      ANYTHING  IN THIS AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO
      NTX  BY  CLIENT  PURSUANT  TO FEE AGREEMENTS FOR SERVICES NOT CONTEMPLATED
      HEREIN  SHALL  BE  CONSTRUED  AS  ANY  SUCH  GUARANTEE.  ANY COMMENTS MADE
      REGARDING  POTENTIAL  TIME FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOME
      OF  CLIENT'S  NEEDS  ARE  EXPRESSIONS OF OPINION ONLY, AND FOR PURPOSES OF
      THIS  AGREEMENT  ARE  SPECIFICALLY  DISAVOWED.
3.    COMPENSATION  TO  NTX.
      ----------------------
      3.1    ISSUANCE  OF  SHARES FOR ENTERING INTO AGREEMENT.  As consideration
             ------------------------------------------------
      for  NTX  entering  into this Agreement, Client agrees to cause 40,000,000
      shares  of  its  common  stock, par value $.001 per share, to be issued in
      amounts of 20,000,000 shares to George R. Lefevre and 20,000,000 shares to
      Scott W. Absher, affiliates of NTX. When issued, said shares shall be free
      trading  shares,  registered  with  the  U.S.  Securities  and  Exchange
      Commission  on  its Form S-8 or similar registration. The registration and
      issuance  of  said  shares  shall  take  place  by  no  later than 15 days
      following  the  execution and delivery of this Agreement, and all costs in
      connection  therewith shall be borne by Client. In addition, Client hereby
      irrevocably  grants  to  NTX  an  Option to purchase any part or all of an
      aggregate  of 40,000,000 shares of its common stock. The purchase price of
      the  shares of common stock subject to the Option shall be $.001 per share
      without commission or other charge. The Option, or any exercisable portion
      thereof,  may  be  exercised  solely by delivery to the Client's corporate
      secretary or the corporate secretary's office during the twelve (12) month
      time  period  immediately following the date of this agreement, all of the
      following:
      (a)    Notice in writing signed by the Optionee or the other person then
      entitled  to  exercise  the  Option  or  portion thereof, stating that the
      Option  or  portion  thereof  is  thereby  exercised,  and
      (b)    (i)    Full payment (in cash or by check) for the shares with
      respect  to  which  such  Option  or  portion  thereof  is  exercised;  or
                    (ii)     Shares of Common Stock owned by the Optionee duly
      endorsed  for transfer to the Company, or, shares of Common Stock issuable
      to  the  Optionee upon exercise of the Option, with a Fair Market Value on
      the  date  of Option exercise equal to the aggregate purchase price of the
      shares  with  respect to which the Option or portion thereof is exercised.


      NOTE:  NTX  SHALL  HAVE  NO  OBLIGATION TO PERFORM ANY DUTIES PROVIDED FOR
      HEREIN  IF  PAYMENT  [CASH  AND/OR STOCK] IS NOT RECEIVED BY NTX WITHIN 15
      DAYS  OF  MUTUAL  EXECUTION OF THIS AGREEMENT BY THE PARTIES. IN ADDITION,
      NTX'S  OBLIGATIONS  UNDER THIS AGREEMENT SHALL BE SUSPENDED IF ANY PAYMENT
      OWING  HEREUNDER  IS  MORE THAN FIFTEEN (15) DAYS DELINQUENT. FURTHERMORE,
      THE  RECEIPT  OF  ANY FEES DUE TO NTX UPON EXECUTION OF THIS AGREEMENT ARE
      NOT  CONTINGENT  UPON  ANY  PRIOR  PERFORMANCE  OF  ANY  DUTIES WHATSOEVER
      DESCRIBED  WITHIN  THIS  AGREEMENT.


      3.2    FEES FOR MERGER/ACQUISITION.  In the event that NTX, assists CLIENT
             ---------------------------
      and  /  or  introduces  CLIENT (or a CLIENT affiliate) to any third party,
      merger partner(s) or joint venture(s) who then enters into a merger, joint
      venture  or  similar  agreement  with CLIENT or CLIENT's affiliate, CLIENT
      hereby  agrees to pay NTX advisory fees pursuant to the following schedule
      which  are  based on the aggregate amount of such merger, joint venture or
      similar  agreement  with  CLIENT  or CLIENT's affiliate. Advisory fees are
      deemed  earned  and  shall  be  due  and payable at the first close of the
      transaction,  however,  in  certain circumstances when payment of advisory
      fees at closing is not possible, within 24 hours after CLIENT has received
      the  proceeds  of  such  investment.  This  provision  shall  survive this
      Agreement for a period of one year after termination or expiration of this
      Agreement. In other words, the advisory fee shall be deemed earned and due


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      and  payable  for  any  funding,  underwriting,  merger,  joint venture or
      similar transaction which first closes within a year of the termination or
      expiration  of  this Agreement as a result of an introduction as set forth
      above.
      MERGER/ACQUISITION. For  a  merger/acquisition entered into by CLIENT as a
      -------------------
      result  of  the  efforts  of, or an introduction by NTX during the term of
      this  Agreement, Client shall pay NTX, ten (10) percent of the total value
      of  the  transaction. For a merger/acquisition entered into by CLIENT as a
      result  of  the  efforts  of NTX and the introduction by CLIENT during the
      term  of  this  Agreement,  Client  shall pay NTX, ten (10) percent of the
      total value of the transaction. Such percentage(s) shall be paid to NTX in
      the  same  ratio  of cash and / or stock as the transaction within 30 days
      following  the  close  of  such  transaction.

      3.3    EXPENSES.  CLIENT  shall  reimburse  NTX  for  reasonable  expenses
      ---    --------
      incurred  in  performing  its duties pursuant to this Agreement (including
      printing,  postage, express mail, photo reproduction, travel, lodging, and
      long  distance  telephone  and facsimile charges); provided, however, that
      NTX  must receive prior written approval from CLIENT for any expenses over
      $  500.  Such  reimbursement  shall  be  payable within 7 seven days after
      CLIENT's  receipt  of  NTX  invoice  for  same.
      3.4    ADDITIONAL  FEES.  CLIENT  and  NTX  shall  mutually agree upon any
      ---    ----------------
      additional fees that CLIENT may pay in the future for services rendered by
      NTX under this Agreement. Such additional agreement(s) may, although there
      is  no  requirement to do so, be attached hereto and made a part hereof as
      Exhibits  beginning  with  Exhibit  A.
4.    INDEMNIFICATION.  The  CLIENT  agrees  to indemnify and hold harmless NTX,
      ---------------
      each  of  its  officers, directors, employees and shareholders against any
      and  all liability, loss and costs, expenses or damages, including but not
      limited  to,  any  and  all  expenses  whatsoever  reasonably  incurred in
      investigating, preparing or defending against any litigation, commenced or
      threatened,  or  any claim whatsoever or howsoever caused by reason of any
      injury  (whether  to  body,  property,  personal  or business character or
      reputation)  sustained by any person or to any person or property, arising
      out  of  any  act,  failure  to act, neglect, any untrue or alleged untrue
      statement  of  a  material  fact or failure to state a material fact which
      thereby  makes  a  statement  false  or  misleading,  or any breach of any
      material  representation,  warranty  or  covenant  by CLIENT or any of its
      agents, employees, or other representatives. Nothing herein is intended to
      nor  shall it relieve either party from liability for its own willful act,
      omission  or  negligence. All remedies provided by law, or in equity shall
      be  cumulative  and  not  in  the  alternative.
5.    CONFIDENTIALITY.
      ----------------
      5.1  NTX and CLIENT each agree to keep confidential and provide reasonable
      security  measures  to  keep confidential information where release may be
      detrimental  to  their respective business interests. NTX and CLIENT shall
      each  require  their  employees,  agents, affiliates, other licensees, and
      others  who  will  have  access  to the information through NTX and CLIENT
      respectively,  to  first  enter  appropriate  non-disclosure  Agreements
      requiring  the  confidentiality  contemplated  by  this  Agreement  in
      perpetuity.
      5.2  NTX  will not, either during its engagement by the CLIENT pursuant to
      this  Agreement or at any time thereafter, disclose, use or make known for
      its  or another's benefit any confidential information, knowledge, or data
      of  the CLIENT or any of its affiliates in any way acquired or used by NTX
      during  its  engagement by the CLIENT. Confidential information, knowledge
      or data of the CLIENT and its affiliates shall not include any information
      that  is,  or  becomes  generally  available to the public other than as a
      result  of  a  disclosure  by  NTX  or  its  representatives.
6.    MISCELLANEOUS  PROVISIONS.
      -------------------------
      6.1   AMENDMENT  AND  MODIFICATION.  This  Agreement  may  be  amended,
            ----------------------------
      modified  and  supplemented  only  by written agreement of NTX and CLIENT.
      6.2   ASSIGNMENT.  This  Agreement and all of the provisions hereof shall
            ----------
      be  binding  upon and inure to the benefit of the parties hereto and their
      respective  successors  and  permitted  assigns. The obligations of either
      party  hereunder cannot be assigned without the express written consent of
      the  other  party.
      6.3   GOVERNING LAW; VENUE.  This Agreement and the legal relations among
            --------------------
      the  parties  hereto shall be governed by and construed in accordance with
      the laws of the State of California, without regard to its conflict of law
      doctrine.  CLIENT  and  NTX  agree  that  if  any  action  is


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      instituted  to  enforce  or interpret any provision of this Agreement, the
      jurisdiction  and  venue  shall  be  Orange  County,  California.
      6.4   ATTORNEYS'  FEES  AND COSTS.  If any action is necessary to enforce
            ---------------------------
      and  collect  upon the terms of this Agreement, the prevailing party shall
      be  entitled  to  reasonable attorneys' fees and costs, in addition to any
      other  relief to which that party may be entitled. This provision shall be
      construed  as  applicable  to  the  entire  Agreement.
      6.5   SURVIVABILITY.   If  any part of this Agreement is found, or deemed
            -------------
      by a court of competent jurisdiction, to be invalid or unenforceable, that
      part  shall  be  severable  from  the  remainder  of  the  Agreement.
      7.    ARBITRATION.  ALL  DISPUTES,  CONTROVERSIES,  OR DIFFERENCES BETWEEN
            -----------
      CLIENT,  NTX  OR  ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES,
      ATTORNEYS,  ACCOUNTANTS,  AGENTS  OR  EMPLOYEES,  OR ANY CUSTOMER OR OTHER
      PERSON  OR  ENTITY,  ARISING  OUT OF, IN CONNECTION WITH OR AS A RESULT OF
      THIS  AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH
      LITIGATION.  WITH  RESPECT  TO  THE  ARBITRATION  OF  ANY  DISPUTE,  THE
      UNDERSIGNED  HEREBY  ACKNOWLEDGE  AND  AGREE  THAT:

      A.    ARBITRATION  IS  FINAL  AND  BINDING  ON  THE  PARTIES;
      B.    THE  PARTIES  ARE  WAIVING  THEIR  RIGHT  TO  SEEK  REMEDY IN COURT,
            INCLUDING  THEIR  RIGHT  TO  JURY  TRIAL;
      C.    PRE-ARBITRATION  DISCOVERY  IS  GENERALLY MORE LIMITED AND DIFFERENT
            FROM  COURT  PROCEEDING;
      D.    THE  ARBITRATOR'S  AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
            OR  LEGAL  REASONING  AND  ANY  PARTY'S  RIGHT  OF APPEAL OR TO SEEK
            MODIFICATION  OF  RULING  BY  THE  ARBITRATORS  IS STRICTLY LIMITED;
      E.    THIS  ARBITRATION  PROVISION IS SPECIFICALLY INTENDED TO INCLUDE ANY
            AND  ALL  STATUTORY  CLAIMS  WHICH  MIGHT  BE ASSERTED BY ANY PARTY;
      F.    EACH PARTY HEREBY AGREES TO SUBMIT THE DISPUTE FOR RESOLUTION TO THE
            AMERICAN  ARBITRATION  ASSOCIATION,  IN  ORANGE  COUNTY,  CALIFORNIA
            WITHIN FIVE (5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO SO FROM
            THE  OTHER  PARTY;
      G.    IF  EITHER  PARTY  FAILS  TO  SUBMIT  THE  DISPUTE TO ARBITRATION ON
            REQUEST,  THEN  THE  REQUESTING  PARTY  MAY  COMMENCE AN ARBITRATION
            PROCEEDING,  BUT  IS  UNDER  NO  OBLIGATION  TO  DO  SO;
      H.    ANY  HEARING  SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE
            PLACE  IN  ORANGE  COUNTY,  CALIFORNIA;
      I.    IF EITHER PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
            RESIST  ARBITRATION  AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR
            SHALL  UNSUCCESSFULLY  CONTEST  THE  JURISDICTION OF ANY ARBITRATION
            FORUM LOCATED IN ORANGE COUNTY, CALIFORNIA, OVER ANY MATTER WHICH IS
            THE  SUBJECT  OF  THIS  AGREEMENT,  THE  PREVAILING  PARTY  SHALL BE
            ENTITLED  TO  RECOVER  FROM  THE LOSING PARTY ITS LEGAL FEES AND ANY
            OUT-OF-POCKET  EXPENSES  INCURRED  IN CONNECTION WITH THE DEFENSE OF
            SUCH  LEGAL  PROCEEDING  OR  ITS  EFFORTS  TO  ENFORCE ITS RIGHTS TO
            ARBITRATION  AS  PROVIDED  FOR  HEREIN;
      J.    THE  PARTIES  SHALL  ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL
            AND  CONCLUSIVE  AND  AGREE  TO  ABIDE  THEREBY;
      K.    ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND
            EXECUTION  FOR  COLLECTION.
8.    TERM/TERMINATION.  This  Agreement  is  an  agreement  for  the  term  of
      ----------------
      approximately  three  (3)  months  ending  February  12,  2003.
9.    REGISTRATION  OF  SHARES.  NTX shall have standard piggyback registration
      ------------------------
      rights  (as  described  in  Section  3.2  herein)  of all shares issued in
      accordance  with this Agreement, which are not subject to registration per
      Section  3.0  et  seq.  herein.
  11. NON  CIRCUMVENTION.  In  and  for  valuable consideration, CLIENT hereby
      ------------------
      agrees  that  NTX  may introduce (whether by written, oral, data, or other
      form  of  communication)  CLIENT  to one or more opportunities, including,
      without  limitation,  natural  persons,  corporations,  limited  liability
      companies,  partnerships,  unincorporated businesses, sole proprietorships
      and  similar entities (hereinafter an "Opportunity" or ""Opportunities"").
      CLIENT  further  acknowledges  and agrees that the identity of the subject


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      Opportunities,  and  all  other  information  concerning  an  Opportunity
      (including  without  limitation,  all  mailing  information, phone and fax
      numbers,  email  addresses  and  other  contact  information)  introduced
      hereunder  are  the  property of NTX, and shall be treated as confidential
      and proprietary information by CLIENT, it affiliates, officers, directors,
      shareholders,  employees, agents, representatives, successors and assigns.
      CLIENT  shall  not  use  such  information,  except  in the context of any
      arrangement  with  NTX in which NTX is directly and actively involved, and
      never  without  NTX's  prior  written approval. CLIENT further agrees that
      neither  it nor its employees, affiliates or assigns, shall enter into, or
      otherwise  arrange  (either  for  it/him/herself,  or  any other person or
      entity)  any  business  relationship,  contact  any  person regarding such
      Opportunity,  either  directly or indirectly, or any of its affiliates, or
      accept  any  compensation  or  advantage  in  relation to such Opportunity
      except  as directly though NTX, without the prior written approval of NTX.
      NTX  is  relying  on CLIENT's assent to these terms and their intent to be
      bound by the terms by evidence of their signature. Without CLIENT's signed
      assent to these terms, NTX would not introduce any Opportunity or disclose
      any  confidential  information  to  CLIENT  as  herein  described.

IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be duly
executed,  all  as  of  the  day  and  year  first  above  written.



KAIRE HOLDINGS, INC. ( KAHI )


Print  Name:         Mr.  Steve  Westlund

Sign  Name:          /s/  Steve  Westlund
                     ---------------------------

Title:               Chief  Executive  Officer

Date:
                     ---------------------------
Address:             8135  Clybourn  Ave.
                     Sun  Valley,  CA  91352


NEOTACTIX,  INC.  (NTX)

Print  Name:         Scott  Absher

Sign  Name:          /s/  Scott  Absher
                     ---------------------------

Title:               Managing  Partner

Date:
                     ---------------------------
Address:             18662  MacArthur  Blvd.
                     2nd  Floor
                     Irvine,  CA  92612


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