Exhibit 4.2


                              CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting Agreement") made as of April 25,
2002,  by and between  Michael Rudolph, 1325 Howard Ave., Suite 422, Burlingame,
CA  94010  ("Consultant")  and  The  Amanda  Company  with offices at 1601 Alton
Parkway,  Suite  F,  Irvine,  CA  92606  (the  "Company").

     WITNESSETH

     WHEREAS,  the  Company  requires  and  will  continue to require consulting
services  relating to management, strategic planning and marketing in connection
with  its  business;  and

     WHEREAS,  Consultant  can  provide  the Company with strategic planning and
marketing  consulting  services  and is desirous of performing such services for
the  Company;  and

     WHEREAS,  the  Company  wishes  to  induce  Consultant  to  provide  these
consulting  services  to  the  Company,

     NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants hereinafter
stated,  it  is  agreed  as  follows:

     1.     APPOINTMENT.
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     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.     TERM.
            ----

     The  term  of  this  Consulting  Agreement  began  as  of  the date of this
Agreement,  and  shall terminate on April 25, 2003, unless earlier terminated in
accordance with paragraph 7 herein or extended as agreed to between the parties.

     3.     SERVICES.
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     During  the  term  of  this  Agreement, Consultant shall provide advice to,
undertake  for  and  consult  with the Company concerning management, marketing,
consulting,  strategic planning, corporate organization and structure, financial
matters  in  connection  with  the  operation  of the businesses of the Company,
expansion of services, acquisitions and business opportunities, and shall review
and  advise  the  Company  regarding  its overall progress, needs and condition.
Consultant agrees to provide on a timely basis the following enumerated services
plus  any  additional  services  contemplated  thereby:

          (a) The implementation of short-range and long-term strategic planning
to  fully  develop  and  enhance  the  Company's assets, resources, products and
services;

          (b) The implementation of a nationwide marketing program to enable the
Company  to  broaden  the  markets for its services and promote the image of the
Company  and  its  products  and  services;

          (c)  Advise  the Company relative to the recruitment and employment of
key  executives  consistent  with  the  expansion  of operations of the Company;


          (d)  The  identification,  evaluation,  structuring,  negotiating  and
closing  of  international  joint  ventures,  strategic  alliances,  business
acquisitions  and  advice  with  regard to the ongoing managing and operating of
such  acquisitions  upon  consummation  thereof;  and


          (e) Advice and recommendations regarding corporate financing including
the  structure,  terms  and  content of bank loans, institutional loans, private
debt  funding, mezzanine financing, blind pool financing and other preferred and
common  stock  equity  private  or  public  financing.

     4.     DUTIES  OF  THE  COMPANY.
            ------------------------

     The  Company  shall provide Consultant, on a regular and timely basis, with
all  approved  data  and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant,  and  shall  advise  Consultant  of any facts which would affect the
accuracy  of  any  data  and  information  previously  supplied pursuant to this
paragraph.  The  Company shall promptly supply Consultant with full and complete
copies  of  all  financial  reports,  all  fillings  with  all federal and state
securities  agencies;  with full and complete copies of all stockholder reports;
with  all  data  and information supplied by any financial analyst, and with all
brochures  or  other  sales  materials  relating  to  its  products or services.

     5.     COMPENSATION.
            ------------

     The  Company  will  immediately  grant  Consultant  the  option to purchase
5,000,000  shares  of the Company's Common Stock with an exercise price at $.012
per  share, which option shall expire on April 25, 2003 at 5:00 P.M. P.S.T.  The
number  of  shares  herein  are  subject  to the anti-dilution provisions of the
corresponding  warrant which is being issued in conjunction with this Agreement.
Consultant  in  providing  the  foregoing  services  shall be reimbursed for any
pre-approved  out-of-pocket  costs,  including,  without  limitation,  travel,
lodging,  telephone,  postage  and  Federal  Express  charges.

     6.     REPRESENTATION  AND  INDEMNIFICATION.
            ------------------------------------

     The  Company  shall be deemed to have been made a continuing representation
of  the  accuracy  of  any and all facts, material information and data which it
supplies  to Consultant and acknowledges its awareness that Consultant will rely
on  such  continuing  representation  in  disseminating  such  information  and
otherwise  performing  its  advisory  functions.  Consultant  in  the absence of
notice  in  writing  from  the  Company  will rely on the continuing accuracy of
material,  information  and data supplied by the Company.  Consultant represents
that  he  has  knowledge  of  and is experienced in providing the aforementioned
services.

     7.     MISCELLANEOUS.
            -------------

     Termination:     This  Agreement  may  be  terminated  by either Party upon
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written  notice  to the other Party for any reason which shall be effective five
(5)  business  days  from  the  date  of  such  notice.  This Agreement shall be
terminated  immediately  upon  written  notice  for  material  breach  of  this
Agreement.

     Modification:     This  Consulting  Agreement  sets  forth  the  entire
     ------------
understanding  of  the  Parties with respect to the subject matter hereof.  This
     ----
Consulting  Agreement  may  be  amended  only in writing signed by both Parties.

     Notices:     Any  notice  required or permitted to be given hereunder shall
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be  in  writing  and  shall  be  mailed  or  otherwise delivered in person or by
facsimile  transmission  at the address of such Party set forth above or to such
other  address  or facsimile telephone number, as the Party shall have furnished
in  writing  to  the  other  Party.

     Waiver:     Any waiver by either Party of a breach of any provision of this
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Consulting  Agreement shall not operate as or be construed to be a waiver of any
other  breach  of that provision or of any breach of any other provision of this
Consulting Agreement.  The failure of a Party to insist upon strict adherence to
any  term  of  this  Consulting  Agreement  on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence  to  that  term  of  any  other  term  of  this  Consulting Agreement.

     Assignment:     The  Options  under  this  Agreement  are assignable at the
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discretion  of  the  Consultant.

     Severability:     If any provision of this Consulting Agreement is invalid,
     ------------
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in  effect,  and if any provision is inapplicable to any person or circumstance,
it  shall nevertheless remain applicable to all other persons and circumstances.

     Disagreements:  Any  dispute  or  other disagreement arising from or out of
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this  Consulting  Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable  in  any court having jurisdiction thereof.  Arbitration shall occur
only  in  Orange  County,  CA.  The  interpretation  and the enforcement of this
Agreement  shall  be  governed  by California Law as applied to residents of the
State of California relating to contracts executed in and to be performed solely
within  the  State  of  California.  In the event any dispute is arbitrated, the
prevailing  Party (as determined by the arbiter(s)) shall be entitled to recover
that  Party's  reasonable  attorney's  fees  incurred  (as  determined  by  the
arbiter(s)).

     IN  WITNESS  WHEREOF,  this  Consulting  Agreement has been executed by the
Parties  as  of  the  date  first  above  written.

THE  AMANDA  COMPANY                 CONSULTANT



/s/  Brian  Bonar                    /s/Michael  Rudolph
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Brian  Bonar,  Director              Michael  Rudolph
Chief  Executive  Officer