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                                                                  EXHIBIT 4.1

                      CONSULTING AGREEMENT

AGREEMENT, made this 1st day of November, 2002 by and between ConectiSys
Corporation, at 24307 Magic Mtn. Parkway, Suite 41, Valencia, CA  91355,
(hereinafter the "Company") and Clifford Mastricola, having his principal
place of business at 2190 Carmel Valley Rd, Del Mar, CA  92014 (hereinafter
the "Consultant").  The agreement will become effective on the first day
the consultation commences.

WHEREAS, the Company desires to retain the Consultant for consulting
services on connection with the Company's business affairs on a non-
exclusive basis, and the Consultant is willing to undertake to provide such
services as hereinafter fully set forth:

WITNESSETH

NOW THEREFORE, the parties agree as follows:

1.      Term:  The four (4) months from the date hereof. Either party may
cancel this contract with written notice provided seven (7) days prior to
cancellation date.

2.      Nature of Services: The Company hereby engages Consultant to render
the services hereinafter described during the term hereof (its being
understood and agreed that Consultant is free tender the same or similar
services to any other entity selected by it).

(1) Consult with Company as directed concerning on-going strategic
corporate planning, joint ventures and strategic alliances, including any
revision of the Company's client's business plan.

(2) Render advice with respect to leasing and/or other financing
arrangements of Company's product lines.

(3) Assist in negotiation of Company's contracts with suppliers and major
customers when so required by the Company.

(4) Consult with and advise Company with regards to potential mergers and
acquisitions, whether the Company's clients be acquiring or the target of
acquisition.

(5) Evaluate the Company marketing and sales requirements.

3.      Compensation:  It is mutually agreed that the Consultant will be
entitled to compensation of 4,000,000 shares of Company's common stock.

4.      Expenses:  Consultant shall pay his own expenses.

5.      Complete Agreement:  This Agreement contains the entire Agreement
between the parties with respect to the contents hereof supersedes all
prior agreements and understandings between the parties with the respect to
such matters, whether written or oral.  Neither this Agreement, nor any
term or provisions hereof may be changed, waived, discharged or amended in
any manner other than by any instrument in writing, signed by the party

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against which the enforcement of the change, waiver, discharge or amendment
is sought.

6.      Counterparts: This Agreement may be executed in two or more
counterparts, each of which shall be an original but all of which shall
constitute one Agreement.

7.      Survival:  Any termination of this Agreement shall not, however,
affect the on-going provisions of this Agreement, which shall survive such
termination in accordance with their terms.

8.      Notice:  Any or all notices, designations, consents, offers,
acceptance or other communication provided for herein shall be given in
writing and delivered in person or by registered or certified mail, return
receipt requested, directed to the address shown below unless notice of a
change of address is furnished:

If to Consultant:

Clifford Mastricola
2190 Carmel Valley Rd
Del Mar, CA  92014

If to Company:

ConectiSys Corporation
24307 Magic Mtn. Parkway
Suite 41
Valencia, CA  91355
Attention: Robert Spigno

9.      Severability: Whenever possible, each provision of Agreement will
be interpreted in such manner as to be effective and valid under applicable
law. If any provision of this Agreement is held to be invalid, illegal or
unenforceable provision had never been contained herein.

10.     Miscellaneous:

(a)     All final decisions with the respect to consultation, advice and
services rendered by the Consultant to the Company shall rest exclusively
with the Company, and Consultant shall not have any right or authority to
bind the Company to any obligation or commitment. (b)   The parties hereby
agree to submit any controversy or claim arising out of or relating to this
Agreement to final binding arbitration administered by the American
Arbitration Association ("AAA") under its Commercial Arbitration Rules, and
further agree that immediately after the filing of a claim as provided
herein they shall in good faith attempt mediation in accordance with the
AAA Commercial Mediation Rules; provided, however, that the proposed
mediation shall not interfere with or in any way impede the progress of
arbitration.  The parties also agree that (i) the AAA Optional Rules for
Emergency Measures of Protection shall apply to any proceedings initiated
hereunder; (ii) the arbitrator shall be authorized and empowered to grant
any remedy or relief, which the arbitrator deems just and equitable in
nature, including, but not limited to, specific performance, injunction,
declaratory judgment and other forms of provisional relief in addition to a
monetary award; (iii) the arbitrator may make any other decisions including

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interim, interlocutory or partial findings, orders and awards to the full
extent provided in Rule 45 of the Commercial Arbitration Rules; and (iv)
the arbitrator shall be empowered and authorized to award attorneys' fees
to the prevailing party in accordance with Rule45 (d).

Agreed and Accepted on November 1, 2002 by and between:

Conectisys Corporation                  Consultant


By: /S/ ROBERT A. SPIGNO                By:   /s/ CLIFFORD MASTRICOLA
    -------------------------               ---------------------------
    Robert A. Spigno, CEO                   Clifford Mastricola

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