S-8 EXH 4.2




	



     Exhibit
4.2 



CONSULTING AGREEMENT 



     This
Consulting Agreement (the “Consulting Agreement”) made as of May 8, 2002, by and between
W. B. Orlin (“Consultant”), and I2CORP.COM with offices at 5392 S. Eastern Avenue,
Building A North, Las Vegas, 89015 (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. 



     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 November 8, 2002, unless earlier terminated in accordance with paragraph 8
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 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 an international 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 above will be done upon request of
the consultant. 



     5.
COMPENSATION. 



     The
Company will immediately grant Consultant the cashless option to purchase 3,500,000
shares of the Company’s Common Stock with an exercise price at $.04 per share, which
option shall expire on May 8, 2003 at 5:00 P.M. P.S.T. 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.
CONFIDENTIALITY 



     a.
Subject to the limitations set forth in subsection b, all information disclosed to the
Consultant shall be deemed “proprietary information.” In particular, proprietary
information shall be deemed to include any information, marketing technique, publicity
technique, public relations technique, process, algorithm, computer code, computer
language, program, design, drawing, mask work, formula, or test data research, work in
progress, future development, engineering, manufacturing, marketing, servicing,
financing, or personal matter relating to the disclosing party, its present or future
products, sales, suppliers, clients, customers, employees, investors, or business,
whether in whole or in part, oral, written, graphic, or in an electronic form. 



     The
term “proprietary information” shall not be deemed to include any information which (i)
is now, or hereafter becomes, through no act or failure to act on the part of the
Consultant, generally known or available information; (ii) is known by the Consultant at
the time of receiving such information as evidenced by its records; (iii) is hereafter
furnished to the Consultant by a third party, as a matter of right and without
restriction on non-disclosure; (iv) is independently developed by the Consultant without
reference to the information disclosed hereunder; or (v) is the subject of a written
permission to disclose provided by the Company. 



     Not
withstanding any other provision of this Agreement, disclosure of proprietary information
shall not be precluded if such disclosure: 










	 	
a.
Is in response to a valid order of a Court or other governmental body of the United
States of America, or any other political subdivision thereof;






	 	
b.
Is otherwise required by law; or






	 	
c.
Is otherwise necessary to establish rights or enforce obligations under this Agreement,
but only to the extent that any such disclosure is necessary.






	


     In the
event that the Consultant is requested in any proceedings before a court or any
governmental body to disclose proprietary information, the Consultant shall give the
Company prompt notice of such request so that the Company may seek an appropriate
protective order. If in the absence of a protective order, the Consultant is nonetheless
compelled to disclose proprietary information, the Consultant may disclose such
information without liability hereunder; provided however, that the Consultant gives the
Company advanced written notice of the information to be disclosed and upon the request
and at the expense of the Company, uses its best efforts to obtain assurances that
confidential treatment will be accorded to such information. 



     b.
Consultant shall maintain trust and confidence and not disclose to any third party or use
for any unauthorized purpose any proprietary information received from the Company. The
Consultant may use such proprietary information in the extent required to accomplish the
purpose of the discussions with respect to the subject. Proprietary information shall not
be used for any purpose or in any manner that would constitute a violation of a valid law
or regulation, including without limitation, export control law of the United States of
America. No other rights or licenses to trademarks, inventions, copyrights or patents are
implied or granted under this Agreement. 

















	






     8.
MISCELLANEOUS. 



     TERMINATION:
This Agreement may be terminated, with cause, by either Party upon written notice to the
other Party. Termination shall be effective five (5) business days from the date of such
notice. 



     As
used in this Agreement, the term with cause shall mean, the conviction of any crime
involving dishonesty or resulting in imprisonment without the option of a fine, or the
material non-observance, or the material breach by Consultant of any of the material
provisions of this Agreement, or the neglect, failure or refusal of consultant to carry
out the duties contracted by him after due notice to the consultant of such neglect,
failure or refusal.  



     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.  



     INSIDE
TRADING: Consultant warrants not to use inside information as a basis to trade the
Company’s stock. 



     SUPERCEDES:
This Agreement supercedes any prior agreements between the above referenced 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. 



     ASSIGNMENT:
The Options under this Agreement are non-assignable. 



     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 Las Vegas. The interpretation and the
enforcement of this Agreement shall be governed by Nevada Law as applied to residents of
the State of Nevada relating to contracts executed in and to be performed solely within
the State of Nevada. 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. 










	I2CORP.COM


——————————

Deedee Molnick

Chief Executive Officer 	 	CONSULTANT


——————————
W. B. Orlin