EX-4.2

                         MANAGEMENT CONSULTING AGREEMENT


This Management Consulting Agreement ("Agreement") is made and entered into this
15th  day  of  April  2000  (the  "Effective  Date")  by  and  between  Pinnacle
Performance Fund, Inc. (the  "Consultant") and  Loanmining.Com,  Inc., a private
corporation and its publicly traded parent,  North Lily Mining Company  (jointly
referred as the "Company").

Whereas,  Consultant was involved in strategic planning of the concept, creation
and initial business plan of Loanmining.Com; and

Whereas,  Company  desires to engage  Consultant  to perform  certain  corporate
planning, business development, and financial strategy services for the Company,
and Consultant  desires,  subject to the terms and conditions of this agreement,
to perform said services for the Company.

NOW IN CONSIDERATION OF THE MUTUAL PROMISES AND UNDERTAKING HEREIN CONTAINED AND
FOR OTHER GOOD AND VALUABLE CONSIDERATIONTHE RECEIPT AND SUFFICIENCY OF WHICH IS
HEREBY ACKNOWLEDGED THE PARTIES AGREE AS FOLLOWS:

1.       Engagement of Consultant:

Company  hereby engages  Consultant and Consultant  hereby agrees to hold itself
available to render,  and to render at the request of the  Company,  independent
advisory consulting services concerning the following:

A.   Further  development  of  Loanmining's   business  plan  and  strategy  for
     marketing and completing  residential  mortgages for sub-prime borrowers on
     the Internet and in brick and mortar offices.

B.   Demographic  and   socio-economic   profiles  and  analysis  for  selective
     nationwide implementation of market strategy.

C.   Development and implementation of accounting and record keeping systems for
     mortgage regulatory and SEC reporting papers.

D.   Procuring bank credit lines,  mortgage  warehouse lines commercial  lending
     facilities, and financing secured by company real estate holdings.

E.   Further  development  of  Loanmining.com   interactive   Internet  websites
     including  introduction  and  negotiation  of technical and design  support
     provider services.

F.   Creation  and  development  of  advertising/marketing  strategy  and  media
     programming concepts, including introduction and negotiation of advertising
     providers (including radio, print, T.V. and advanced technology interactive
     outlets and exposures).

G.   Ongoing strategic  corporate  planning and long-term  investment  policies,
     including revision of the business plan for the Loanmining and North Lily.

H.   Advise and  assist the  Company in  identifying,  studying  and  evaluating
     merger, acquisition, joint venture, strategic alliance, technical partners,
     recapitalization  and  restructuring  proposals,  including  preparation of
     reports and studies  thereon,  and assist in  negotiations  and discussions
     pertaining thereto.

I.   Other  such  planning  and  development  services,  all  as  requested  and
     instructed by the company.



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2.         TERM:

The term of this  agreement  ("Term")  shall begin as of the Effective  Date and
shall terminate  three years (3) there after  ("Anniversary  Date"),  subject to
consultant's and Company's respective rights to terminate upon ten days' written
notice.  Consultant  shall  perform the full term  hereof,  provided  and to the
extent he is  compensated  as  provided  herein and  requested  by Company to so
perform.

3.       COMPENSATION:


In  consideration  of  the  services  to be  provided  for  the  Company  by the
Consultant the Company agrees to compensate the Consultant as follows:

On July 31, 2000 the Company agrees to issue to the Consultant 300,000 shares of
the Company's common stock and thereafter 300,000 shares of the Company's common
stock on the 17th month and 400,000  shares of the  Company's  stock on the 36th
month all with "piggy  back" or S-8  registration  rights.  Such shares shall be
held in the Company's  deferred  stock account on behalf of the  Consultant  and
issued in accordance to the terms above, or on such earlier dates as the Company
shall determine.

If pursuant to 1.H.  above,  Consultant  introduces a merger or a combination of
sorts with another entity to the Company,  the Consultant shall be entitled to a
finder's fee of four percent of the total combination of the shares  outstanding
of the two companies upon closing, but not more than 800,000 shares.

4.       INDEPENDENT CONTRACTOR:

It is expressly agreed that Consultant is acting as an independent contractor in
performing its services hereunder. Company shall carry no workmen's compensation
insurance or any health or accident  insurance to cover Consultant.  The Company
shall not pay any  contributions  to social  security,  unemployment  insurance,
Federal or State withholding taxes nor pay any other  contributions or benefits,
which might be expected in an employer-employee relationship.

5.       ASSIGNMENT:

This  Agreement and the rights and  obligations of the parties  hereunder  shall
inure to the benefit of and shall be binding upon their  successors  and assigns
but cannot be assigned by Consultant without prior written consent of Company.

6.       GENERAL PROVISIONS:

6.1      The  Consultant  hereby  agrees,  warrants and  covenants  that it will
         provide to the Company copies of all works product for review,  use and
         retention as company sees fit. Consultant further agrees,  warrants and
         covenants not to utilize or disclose any during the term hereof and for
         12 months thereafter.

6.2      The  Consultant  agrees to provide full and accurate  disclosure of any
         and all equity  compensation,  which  Consultant  has  received or will
         receive under this agreement, whereas required under the Securities Act
         of 1933 and the Securities Exchange Act of 1934.


6.3      Governing law and jurisdiction:

         This agreement  shall be governed by and interpreted in accordance with
         the laws of the state of Colorado.  Each of the parties hereto consents
         to such  jurisdiction for the enforcement of this agreement and matters
         pertaining the transaction and activities contemplated hereby.



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6.4      Notices:

         All  notices  and  other  communications   provided  for  or  permitted
         hereunder  shall  be  made by  hand  deliver,  first  class  mail,  and
         telex/fax, addressed as follows:

         Pinnacle Performance Fund, Inc.    Loanmining.Com, Inc./North Lily
         8306 Wilshire Blvd., Suite #119          Mining Company
         Beverly Hills, CA  90211           1800 Glenarm Place, Suite #210
         (323) 951-8350                     Denver, CO  80202
                                            (303) 294-0427

6.5      Attorney's Fees:

         In the event a dispute arises with respect to this agreement, the party
         prevailing  in such dispute  shall be entitled to recover all expenses,
         including, without limitation,  reasonable attorney's fees and expenses
         incurred in ascertaining  such parties' rights, in preparing to enforce
         or in enforcing  such parties' right under this  agreement,  whether or
         not it was necessary for such party to institute suit.


          6.6 Complete Agreement:


         This Agreement  supercedes any and all of the other agreements,  either
         oral or in writing,  between the parties  with  respect to such subject
         matter  in  any  manner  whatsoever.   Each  party  to  this  agreement
         acknowledges  that  no   representations,   inducements,   promises  or
         agreements,  oral or otherwise,  have been made by any party, or anyone
         herein, and that no other agreement, statement or promise not contained
         in this  Agreement  may be changed or amended  only by an  amendment in
         writing    signed    by    all    parties    or    their     respective
         successors-in-interest.

         6.7 Binding:

         This  Agreement  shall be binding  upon and inure to the benefit of the
         successor-in-interest,  assignees and personal  representatives  of the
         respective parties.

6.8      Unenforceable Terms:

         Any provision hereof  prohibited by law or unenforceable  under the law
         of any  jurisdiction in which such provision is applicable shall adhere
         to such jurisdiction only to be ineffective without affecting any other
         provision of this  Agreement.  To the full extent,  however,  that such
         applicable  law may be waived to the end that this  Agreement be deemed
         to be a valid and binding agreement  enforceable in accordance with its
         terms,  the Parties  hereto hereby waive such  applicable law knowingly
         and understanding the effect of such waiver.

6.9      Execution Assurances:

         This  Agreement  may be  executed in several  counterparts  and when so
         executed  shall  constitute  one agreement  binding on all the parties,
         notwithstanding  that all the Parties are not signatory to the original
         and same counterpart.

6.10      Further Assurances:

         From time to time each party will  execute  and  deliver  such  further
         instruments  and will take  such  other  action as any other  party may
         reasonably   request  in  order  to  this  charge  and  perform   their
         obligations  and  agreement   hereunder  and  to  give  effect  to  the
         intentions expressed in this agreement.


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6.11     Miscellaneous Provisions:

         The various  heading and numbers  herein and the grouping of provisions
         of this  agreement in to separate  articles and  paragraphs are for the
         purpose of convenience only and shall be considered a party hereof. The
         language in all parts of this agreement shall in all cases by construed
         in  accordance  with its fair meanings as if prepared by all parties to
         the agreement and not strictly for or against any of the parties.

         IN WITNESS WHEREOF,  the parties hereto have executed this agreement as
         of the day and year first written above.




         /s/ Anthony Demetroulakos              /s/ S.E. Flechner
         ---------------------------            --------------------------------
         Pinnacle Performance Fund, Inc.        Loanmining.Com/North Lily Co.
         Anthony Demetroulakos                  S.E. Flechner












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