Exhibit 4.2

                             MED GEN INC.
                     7284 W. Palmetto Park Road
                             Suite #106
                        Boca Raton, FL 33433

Paul Ferandell
2120 Jimmy Durante Ave.
Delmar, California 92014


Re: Consultant Engagement

Dear Mr. Ferandell

We are pleased to confirm the arrangements under which Paul Ferandell
(the "Consultant") is engaged by Med  Gen Inc.  (The "Company") to
introduced various products of the company to vendors (the
"Transaction").

The Consultant and the Company agree as follows with respect to the
Transaction:

Servicing.  During the Term (as hereinafter defined), the Consultant
shall render such services to the Company so as continue to assist the
Company in introducing products of the Company to vendors.
Additionally, the consultant shall advise the Board of Directors in
such matters relating to the introduction of products through various
means of sales including television, radio and media.

Term of Engagement.  Either party hereto may terminate this Agreement
at any time after the date hereof, with or without cause, upon fifteen
(15) days written notice to the other party (the "Term".)

Engagement Fee.  Upon the execution of this Agreement, the Company
shall issue to the Consultant as a fee (the "Engagement Fee") 234,500
shares of the Company's common stock.

Registration Rights.  The Company hereby covenants and agrees to file
a Form S-8 with the Securities and Exchange Commission with respect to
the Shares, including an offering prospectus, to the extent required.

Further Assurances.  In connection with the issuance of the options to
purchase Shares of Common Stock of the Company to the Consultant
pursuant to this Agreement as a Transaction Fee, the Consultant
covenants and agrees that he shall execute and deliver, or cause to be
executed and delivered, any and all such further agreements,
instruments, certificates and other documents, including a
Subscription Agreement and shall take or cause to be taken any and all
such further action as the Company may reasonably deem necessary or
desirable in order to carry out the intent and purpose of this
Agreement.

Indemnification. Each party agrees to indemnify and hold the other
harmless form any loss, damage, liability or expense, including
reasonable attorney's fees and other legal expenses to which the other
party may become subject arising out of or relating to any act or
omission by the indemnifying party (or any person connected or
associated with the indemnifying party), which is or is alleged to be
a violation of any applicable statutes, laws or regulations or arising
from the negligence of willful misconduct of the indemnifying party.

Cooperation Confidentiality.  During the term of this Agreement, the
Company shall furnish the Consultant with all information, data, or
documents concerning the Company that the Consultant shall reasonably
deem appropriate in connection with his activities hereunder, other
than material non-public information.

Notice.  All notices, requests, demands and other communications under
this Agreement shall be in writing, and shall be deemed to have been



<PAGE>    Exhibit 4.2 - Pg. 1


duly given (a) on the date of service, if served personally on the
party to whom notice is to be given, (b) on the day after the date
sent by a recognized overnight courier service with all charges
prepaid or billed to the account for the sender, (c) five (5) days
after being deposited in the mail if sent by first-class air mail,
registered or certified, postage prepaid, or (d) on the day after the
date set forth on the transmission receipt when sent by facsimile
transmission to the party being notified at its address or facsimile
number set forth below or such other address or facsimile numbers as
any party hereto shall subsequently notify all other parties hereto in
writing.

                  (a)    If to the Consultant:
                         Paul Ferandell
                         2120 Jimmy Durante Ave.
                         Delmar, California 92014

                  (b)    If to the Company:
                         Med Gen Inc.
                         7284 W. Palmetto Park Road
                         Suite #106
                         Boca Raton, FL   33433

Non-Assignability; Binding Effect.  Neither this Agreement, nor any of
the rights or obligations of the parties shall be assignable by either
party hereto without the prior written consent of the other party.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and permitted
assignees.

Choice of Law.  This Agreement shall be governed and enforced in
accordance with the laws of the State of Florida, without regard to
its conflict of law principles.

Med Gen, Inc.


By:__/s/Paul S. Mitchell______            ___/s/Paul Ferandell______
      Paul S. Mitchell, Pres.             Paul Ferandell




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