EXHIBIT 4.2


                         CONSULTING AGREEMENT AMENDENT


THIS AMENDMENT dated as of April 1, 2001.

AMONG:

     MUELLER & COMPANY, INC.
     ("Mueller & Company")

AND:

     IDEAS INC.
     ("Ideas")

     (Mueller  &  Company  and  Ideas  collectively  referred  to  herein as the
     "Consultant")

AND:

     MARK MUELLER
     ("Mueller")

AND:

     AARON FERTIG
     ("Fertig")

AND:

     UNITY WIRELESS CORPORATION
     (the "Client")

WHEREAS:

The Client is a public  company  incorporated  in Delaware  and  involved in the
business of the commercialization of wireless technologies;

Mueller & Company and Ideas have valuable  experience in assisting  companies in
finding  acquisition  and strategic  partnership  candidates and in consummating
acquisitions and strategic partnerships;

Mueller is an employee of Mueller & Company and has  specialized  and particular
knowledge  and skills  concerning  the matters  referred to in Recital B and the
business of the Client;

Fertig is an employee of Ideas and has specialized and particular  knowledge and
skills  concerning the matters  referred to in Recital B and the business of the
Client; and

The parties above have signed a consulting agreement (the "Consulting Agreement"
dated  January  1,  2001  under  which the  Consultant  has  agreed  to  provide
consulting services to the Client;

The parties now wish to amend the  Consulting  Agreement in accordance  with the
terms and conditions of this agreement (the "Amendment").

THIS AGREEMENT  WITNESSES that in  consideration  of the premises and the mutual
covenants of the parties, the parties agree as follows:

Amendments to Consulting  Agreement
------------------------  ---------

All terms and  conditions of the Consulting  Agreement  remain in full force and
effect,  except the following sections which are amended as described hereafter.
The section numbers of this Amendment and the Consulting Agreement are identical
for greater  ease of  reference.  In addition to the services to be performed by
the  Consultant as listed in the Section 2.1 of the  Consulting  Agreement,  the
Consultant will:

     provide a comprehensive  investor  relations and shareholder  communication
     service, including development of an effective strategy and a comprehensive
     program for initial approval and periodic review by the Client;  and assume
     responsibility for delivering the approved program;

     conduct  a  search  for  specific  acquisition  or  strategic   partnership
     candidates for consideration by the Client, assist the Client in evaluating
     the strategic  fit of the proposed  candidates  with the Client's  business
     plan,  and  take  an  active  role  in  advancing  the  selected  potential
     candidates toward a successful agreement;

     prepare monthly written reports identifying progress against objectives and
     issues for action by the Client,  and  participate in regular  meetings and
     telephone conferences with the Client to review such progress reports.

3.1 3.1 The term of this  Agreement  is amended to be for three  years from date
set forth on page one of this  Agreement,  subject  to the  right of either  the
Client or the Consultant to terminate this Agreement on 30 days' written notice.
The Client shall pay the Consultant for the additional  services  provided under
this  Amendment  by issuing in the  Consultant's  name a warrant  entitling  the
holder to purchase up to 300,000  shares of the common stock of the Client at an
exercise price of $0.29, the terms and conditions of which are more particularly
described  in Schedule A (the  "Additional  Warrant").  This warrant is separate
from and in addition to the Warrant as defined in the Consulting Agreement.

Sections 4.2 to 4.5 of the Consulting  Agreement are amended as follows:  If the
Client  terminates  the  Consulting  Agreement,  as amended  by this  Amendment,
without  cause,  any  unvested  Warrant  and  Additional  Warrant  rights  shall
immediately vest. If the performance of the Consultant's  Services results in an
event bringing  extraordinary  benefit to the Client, such extraordinary benefit
to be  reasonably  and  mutually  agreed  upon  by the  parties  at the  time of
occurrence  thereof,  any unvested  Warrant and Additional  Warrant rights shall
immediately vest and the Consultant shall have no further obligations under this
Agreement.  To the extent  permitted by law,  there shall be no  withholding  or
payroll taxes respecting the Warrant or the Additional Warrant.  The Warrant and
Additional Warrant represent the entire  compensation  payable to the Consultant
under this Agreement. The Consultant shall not be reimbursed for its expenses.

5.1 Section 5.1,  including  sections 5.1 (a) to 5.1 (e), is amended to apply to
both vested Warrant and Additional  Warrant  rights,  and therefore sets out the
period of time during which vested Warrants and vested  Additional  Warrants are
exercisable.  6.1  Section 6.1 is amended to provide  that upon the  exercise of
Warrant or Additional Warrant rights,  and as instructed by the Consultant,  the
shares  issuable  under  the  Warrant  shall  be  registered  in the name of the
nominee(s)  of the  Consultant  as  outstanding  on the books and records of the
Client.

6.2 Section 6.2 is amended to provide that  concurrently  with  registration  of
other shares of the common stock of the Client under the  Securities Act of 1933
and at the sole expense of the Client,  the Client will attend upon registration
with the  Securities  and Exchange  Commission of the shares  issuable under the
Warrant and the Additional Warrant.



<PAGE>


THE PARTIES INTENDING TO BE LEGALLY BOUND have executed this Amendment as of the
date first written above. MUELLER & COMPANY, INC.


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Authorized Signatory IDEAS INC.


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Authorized Signatory


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MARK MUELLER



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AARON FERTIG


UNITY WIRELESS CORPORATION


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Authorized Signatory