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                                                                     Exhibit 4.2

                              CONSULTING AGREEMENT

THIS AGREEMENT is entered into on the 1st day of April, 2001, between
I-TRANSACTION.NET, INC. (the "Corporation") and JOANNE BROEDERS ("Consultant")

13.      RECITALS
13.1.    The Corporation wishes to engage the Consultant to provide consulting
         services on the terms set out herein.

13.2.    The Consultant wishes to accept this engagement by the Corporation.

NOW THEREFORE in consideration of the mutual covenants and agreements contained
in this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

14.      DEFINITIONS
14.1.    In this Agreement,
         (a)      "AGREEMENT" means this agreement as it may be amended from
                  time to time.
         (b)      "CONFIDENTIAL INFORMATION" means all confidential or
                  proprietary information, intellectual property (including
                  trade secrets, business models and procedures, and customer
                  lists) and material change and material facts relating to the
                  business and affairs of the Corporation that have not been
                  disseminated to the public.

15.      ENGAGEMENT
15.1.    The Consultant irrevocably agrees to provide her services to the
         Corporation, or such affiliated or related entity of the Corporation as
         the Corporation may deem more appropriate from time to time for
         taxation or business reasons (and for purposes of this agreement, such
         affiliated or related entity or entities are included in the definition
         of the ACorporation@);

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15.2.    The Consultant agrees and consents to her appointment to the Board of
         Directors of the Corporation. The Consultant's services shall include
         INTER ALIA, all services consistent with the office of Director (the
         "Services"). The parties acknowledge and agree that the Consultant's
         services as director of the Corporation shall at all times be subject
         to the law governing corporations in New Jersey and all other
         applicable United States and New Jersey laws.

15.3.    The Consultant represents, warrants and covenants that the Consultant
         has the right and capacity to enter into and to perform her obligations
         under this agreement.

16.      COMPENSATION
16.1.    As compensation for the Consultant's services set out herein, the
         Corporation agrees to pay the Consultant as follows:
         (a)      FEE FOR SERVICES: The Corporation agrees to pay the Consultant
                  a annual fee for services in the amount of $75,000 in U.S.
                  dollars, payable in equal monthly installments or as may be
                  mutually agreed, less such deductions or withholdings required
                  by law and any other deductions that may be mutually agreed.

17.      TERM OF AGREEMENT
17.1.    The term of this agreement shall be two (2) years, unless otherwise
         terminated by the parties pursuant to the terms of this Agreement.

18.      TERMINATION
18.1.    This Agreement may be terminated after 90 days from the date first
         written above by either party giving 30 days written notice of intent
         to terminate.

18.2.    The Corporation may terminate this Agreement on 30 days written notice
         if the Consultant is in breach of any of its covenants or agreements
         set out in Article 3 herein unless the breach is corrected within the
         30 day notice period.

18.3.    The Consultant may terminate this Agreement on 30 days written notice
         if the Corporation is in breach of any of its covenants or agreements
         set out herein unless the breach is corrected within the 30 day notice
         period.

19.      CONFLICTS
19.1.    The Consultant is in the business of providing similar services to
         other companies and such services as provided to others whether their
         business be similar to that of the Corporation, will not be a breach of
         this Agreement or considered a conflict of interest on the part of the
         Consultant.

20.      CONFIDENTIAL INFORMATION
20.1.    During the term of this Agreement and at all times after the
         termination of this Agreement, the Consultant will keep confidential
         all Confidential Information and will not use, for the benefit of the
         Consultant or others (except in connection with the business and
         affairs of the Corporation in the course of providing services
         hereunder) any Confidential Information and will not disclose any
         Confidential Information to any person except in the course of
         providing services under this Agreement to a person who is employed by
         the Corporation or with the Corporation's prior consent and in
         accordance with applicable law. The foregoing prohibition will not
         apply to any Confidential Information if:
         (a)      The Confidential Information is available to the public or in
                  the public domain at the time of disclosure or use.
         (b)      Disclosure of the information is required to be made by
                  operation of law, in which case the Consultant will notify the
                  Corporation immediately upon learning of that requirement; or
         (c)      Disclosure is made with the Corporation's prior written
                  approval.

20.2.    Consultant acknowledges that the Confidential Information may be deemed
         "insider trading" for purposes of Canadian provincial securities laws
         and United States federal and state securities laws.


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20.3.    Consultant agrees not to use the Confidential Information in any manner
         which would violate Canadian provincial, or United States federal or
         state securities laws, and will indemnify and hold Corporation harmless
         from any liability caused by the Consultant's use of Confidential
         Information or trading in Corporation's securities when in possession
         of Confidential Information.

20.4.    Consultant agrees that it shall not, directly or indirectly, and shall
         procure that is employees, agents and independent contractors do not,
         directly or indirectly disclose, disseminate, or make use of the
         Confidential Information for its own benefit or for the benefit of any
         person or entity other than the Corporation except in accordance with
         the provisions of this Agreement, and not for any other purpose.

20.5.    If the Consultant should ever breach or threaten breach of this
         agreement, Consultant agrees to pay the Corporation's reasonable legal
         fees and disbursements incurred in obtaining equitable relief to
         restrain and enjoin use or disclosure or dissemination of the
         Confidential Information by the Consultant and by any third party who
         obtained such Confidential Information, directly or indirectly from
         Consultant, and to pay adequate compensation to the Corporation for
         whatever damages are caused by such breach.

21.      REGULATORY APPROVALS
21.1.    If any of the provisions set out in this Agreement require regulatory
         approval, the Corporation undertakes to forthwith upon execution of
         this Agreement make application for such approval. The Consultant shall
         not be obligated to commence providing services under this agreement
         until such approvals are obtained. At the option of the Corporation all
         other provisions of this Agreement that are tied to the date of the
         Agreement may be extended to the date of said approvals.

22.      RELATIONSHIP
22.1.    Except to the extent that the Parties otherwise agree in writing, this
         Agreement does not constitute and shall not be construed as
         constituting a partnership, joint venture, or employer/employee
         relationship between the Parties. The Consultant shall at all times
         remain an independent contractor of the Corporation, and neither party
         shall represent itself to be a employee of the other, nor assume any
         obligation or enter into any contract on behalf of the other. Except as
         required by law or pursuant to this Agreement, neither party shall have
         any liability or responsibility to the other party for any withholding,
         collection or payment of income taxes, unemployment insurance,
         statutory or other taxes.

23.      NOTICE
23.1.    Any notice or other instrument required or permitted to be given
         hereunder shall be in writing and may be given by delivery in person or
         by prepaid registered mail, telex, telegram or telecopy:
         (a)      In the case of the Corporation, to: 934 The East Mall,
                  Toronto, Ontario, M9B 6J9, Facsimile: 416-410-7348; and
         (b)      In the case of the Consultant, to:

         provided that if any interruption in the postal service of the
         jurisdiction of the party giving or receiving any notice is in effect
         or known to be pending, any such notice or direction as aforesaid shall
         be given by personal delivery, telex, telegram or telecopy. Any notice
         or other instrument, if delivered as aforesaid, shall be deemed to have
         been given on the date of delivery, if given by telex, telegram or
         telecopy as aforesaid, shall be deemed to have been given on the next
         business day following the date of sending and, if mailed as aforesaid,
         shall be deemed to have been given on the fifth business day following
         the day on which it was mailed. Either party may change its address for
         service from time to time by notice given in accordance with the
         foregoing.

24.      GENERAL
24.1.    The Corporation may assign this Agreement. The Consultant may assign
         this Agreement with the prior written approval of the Corporation.

24.2.    The parties agree that no party may commence or continue any
         proceedings in any court of law in any jurisdiction to enforce the
         obligations of any other party to this agreement and no party at any
         time shall be entitled to commence or continue any proceedings in any
         court of law in any jurisdiction with respect to any omission of any
         material fact in this agreement.


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24.3.    This Agreement shall enure to the benefit of and be binding upon the
         Corporation, its successors and assigns, and the Consultant and her
         successors and permitted assigns.

24.4.    This agreement shall be governed by and construed in accordance with
         the laws of the Province of Ontario and the laws of Canada applicable
         therein. The courts of the Province of Ontario shall have non-exclusive
         jurisdiction over any dispute arising out of the performance or
         interpretation of this agreement. The parties submit to the
         jurisdiction of the courts of the Province of Ontario. Notwithstanding
         the foregoing, the parties agree that the Consultant's services as
         director of the Corporation shall at all times be subject to the law
         governing corporations in New Jersey and all other applicable United
         States and New Jersey laws.

24.5.    The Consultant agrees that the breach by the Consultant of any
         provision of this Agreement will cause irreparable damage to the
         Corporation, and upon any such breach, the Corporation shall be
         entitled to equitable relief, including injunctive relief and specific
         performance, without the necessity of proving actual damages.

24.6.    The division of this Agreement into sections and the insertion of
         headings herein are for convenience of reference only and shall not
         affect the interpretation hereof.

24.7.    Any provision of this Agreement that is prohibited or unenforceable in
         any jurisdiction will, as to that jurisdiction, be ineffective to the
         extent of the prohibition or unenforceable without invalidating the
         remaining provisions of this Agreement, and any prohibition or
         unenforceability in any jurisdiction will not invalidate or render
         unenforceable that provision in any other jurisdiction. For any
         provision severed there will be deemed substituted a like provision to
         accomplish the intent of the parties as closely as possible to the
         provision as drafted, as determined by any court or arbitrator having
         jurisdiction over any relevant proceeding, to the extent permitted by
         the applicable law.

24.8.    This agreement constitutes the entire agreement between the parties
         pertaining to the subject matter. There are no warranties,
         representations or agreements between the parties in connection with
         the subject matter except as are specifically set out or referred to in
         this Agreement. No reliance is placed on any representation, opinion,
         advice or assertion of fact made by either party or its directors,
         officers, employees or agents to the other party, or its directors,
         officers or agents, except to the extent that the same has been reduced
         to writing and included as a term of this Agreement. Accordingly, there
         is to be no liability, wither in tort or in contract, assessed in
         relation to any such representation, opinion, advice or assertion of
         fact, except to the extent aforesaid.

24.9.    Except as expressly provided in this Agreement, no amendment or waiver
         of this Agreement will be binding unless executed in writing by the
         party to be bound. The failure of either party at any time to require
         performance by the other party of any provisions of this Agreement will
         in no way affect the right of that party to require performance of any
         provisions. No waiver of any provision of this Agreement will
         constitute a waiver of any other provision nor will any waiver of any
         breach of any provision of this Agreement be construed as a waiver of
         any continuing or succeeding breach of such provision unless otherwise
         expressly provided.

24.10.   This Agreement constitutes the entire understanding of the parties
         relating to the subject matter hereof and replaces all previous
         agreements, written or oral, between the parties relating to the
         subject matter hereof.

24.11.   All amounts in this Agreement are stated and will be paid in United
         States currency.

24.12.   This Agreement may be executed in any number of counterparts, including
         facsimile signatures, which shall be deemed as original signatures. All
         executed counterparts shall constitute one Agreement, notwithstanding
         that all signatories are not signatories to the original or the same
         counterpart.

24.13.   No presumption shall operate in favour of or against any Party hereto
         as a result of any responsibility that such Party may have had for
         drafting this Agreement or any portion thereof.

24.14.   Each of the parties hereto acknowledges that it has read and understood
         the terms of this agreement. Each of the parties acknowledges that such
         party has been advised to seek independent legal advice with respect to

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         the terms and conditions and effect of this agreement and has received
         same, or has decided not to seek independent legal advice and to rely
         on his/her/its own judgment. Each of the parties shall pay all of their
         own expenses (including solicitors' and accountants' fees) in
         connection with the negotiation, drafting, and performance of their
         respective obligations hereunder and the consummation of the
         transactions contemplated hereby (whether consummated or not).

IN WITNESS WHEREOF the parties hereto have executed this Agreement under their
respective corporate seals and by the hands of their proper officers duly
authorized.




-----------------------------
Joanne Broeders




I-TRANSACTION.NET, INC.
Per:


Signature: _________________________