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                                                                     EXHIBIT 4.2

                              CONSULTING AGREEMENT

         This Consulting Agreement (the "Consulting Agreement") made as of
October 26, 2001 by and between Kevin Welch, 468 North Camden Drive,
Suite 200, Beverly Hills, California 90210 ("Consultant"), and Kanakaris
Wireless, with offices at 3303 Harbor Blvd., Suite F-3, Costa Mesa, California
92626 (the "Company").

                                   WITNESSETH

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

         WHEREAS, Consultant can provide the Company with strategic planning,
acquisition and other 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.

         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 six months thereafter, unless earlier terminated
in accordance with paragraph 7 herein or extended as agreed to between the
parties.

         3.       SERVICES.

         During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with the Company concerning strategic planning,
corporate organization and structure, financial matters in connection with the
operation of the businesses of the Company, and acquisitions, 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:


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

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

         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 filings with all federal and
state securities agencies; 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 7,441,667 shares of the
Company's common stock plus the option to purchase up to 3,125,000 shares of the
Company's Common Stock with an exercise price at $.04 per share, which warrant
shall expire on December 31, 2001 at 5:00 p.m. local time. 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.


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         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 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
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
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
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.

         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
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, California. 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)).


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

KANAKARIS WIRELESS                             CONSULTANT

/s/ Alex Kanakaris                             /s/ Kevin Welch
-------------------                            -------------------
Alex Kanakaris                                 Kevin Welch
Chief Executive Officer