Filed by Automated Filing Services Inc. (604) 609-0244 - REGI U.S., INC. - Exhibit 4.2






 Exhibit 4.2

 CONSULTING AGREEMENT (AMENDED)

      This is an extension and amendment
  to the consulting agreement dated and effective 31st day of July,
  2003 by and between JUAN CAMPO of 321 York Rd. 2nd Floor Towson,
  MD 21204 (hereinafter referred to as The Consultant), and REGI U.S.,
  Inc. (RGUS) (hereinafter referred to as The Client). This amended consulting
  agreement is dated November 6, 2003. 

 Terms of Commitments 

	
     The Consultant shall perform consulting services for
      the client for 90 days as per the Consulting Agreement dated July 31, 2003.
      

        

  
	
     The Client will issue 100,000 shares of REGI U.S., Inc.
      free trading shares upon filing of the S-8 and upon receipt of US$25,000
      for the purchase of *125,000 warrants at US$0.20 per warrant, no later than
      10 days from the signing of this Consulting Agreement. 

        

  
	
     The Client will issue an additional 50,000 shares of
      REGI U.S., Inc. based on the Client receiving US$37,500 for the exercise
      of **125,000 warrants at US$0.30 per share of REGI no later than 60 days
      from the date of this Amended Agreement. 

  


 * The warrants for 125,000 at US$0.20 was approved through the Consulting
  Agreement dated July 31, 2003. 

 ** The warrants for 125,000 exercisable at US$0.30 is to be filed through
  the S-8 within 10 days from this Consulting Agreement. 

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

	REGI U.S., INC.	JUAN CAMPO
	 	 
	“John Robertson”	“Juan Campo”
	Signature	Signature
	 	 
	John Robertson	Juan Campo
	Print Name	Print Name
	 	 
	President	Partner
	Title	Title


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 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
  UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("1933 ACT"), OR ANY STATE SECURITIES
  LAWS AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED,
  WHETHER OR NOT FOR CONSIDERATION, BY THE HOLDER EXCEPT UPON THE ISSUANCE TO
  THE COMPANY OF A FAVORABLE OPINION OF ITS COUNSEL OR THE SUBMISSION TO THE COMPANY
  OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE COMPANY, IN
  EITHER CASE, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION
  OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS. 

 REGI U.S., INC.  

 Common Stock Purchase Warrant to

  Purchase up to 125,000 Shares of Common Stock 

 This Common Stock Purchase Warrant is issued to: 

 JUAN CAMPO

  321 York Road, 2nd Floor

  Towson, MD 21204 

 by REGI U.S., INC., an Oregon corporation (hereinafter called
  the "Company", which term shall include its successors and assignors, 

 FOR VALUE RECEIVED and subject to the terms and conditions
  hereinafter set out, the registered holder of this Warrant as set forth on the
  books and records of the Company (the "Holder") is entitled upon surrender of
  this Warrant to purchase from the Company up to 125,000 fully paid and nonassessable
  shares of Common Stock (the "Common Stock"), at the Exercise Price (as defined
  below) per share. 

 This Warrant shall expire at the close of business on January
  5, 2004. 

 1. (a) The right to purchase shares of Common Stock represented
  by this Warrant may be exercised by the Holder, in whole or in part, by the
  surrender of this Warrant (properly endorsed if required) at the principal office
  of the Company at #1103 – 11871 Horseshoe Way, Richmond, BC V7A 5H5 (or
  such other office or agency of the Company as it may designate by notice in
  writing to the Holder at the address of the Holder appearing on the books of
  the Company), and upon completion of provision of services as set out in the
  Consulting Agreement between the Company and Juan Campo dated July 31, 2003,
  as amended by the Consulting Agreement dated November 6, 2003. The Company agrees
  that the shares of Common Stock so earned shall be deemed to be issued to the
  Holder as the record owner of such shares of Common Stock as of the close of
  business on the date on which this Warrant shall have been surrendered and payment
  made for such shares of Common Stock as aforesaid. Certificates for the shares
  of Common Stock so purchased shall be delivered to the Holder within a reasonable
  time. 

 (b) This Warrant may be exercised to acquire, from and after
  the date hereof, the number of shares of Common Stock set forth on the first
  page hereof (subject to adjustments described in this Warrant); provided, however,
  the right hereunder to purchase such shares of Common Stock shall expire at
  5:00 p.m. Pacific Standard time on January 5, 2004. 

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 2. This Warrant is being issued by the Company pursuant
  to the terms of the Consulting Agreement dated November 6, 2003. 

 3. The Company covenants and agrees that all Common Stock
  upon issuance against payment in full of the Exercise Price by the Holder pursuant
  to this Warrant will be validly issued, fully paid and nonassessable and free
  from all taxes, liens and charges with respect to the issue thereof (except
  to the extent resulting from the Holder's own circumstances, actions or omissions).
  The Company covenants and agrees that during the period within which the rights
  represented by this Warrant may be exercised, the Company will have at all times
  authorized, and reserved for the purpose of issue or transfer upon exercise
  of the rights evidenced by this Warrant, a sufficient number of shares of Common
  Stock to provide for the exercise of the rights represented by this Warrant,
  and will procure at its sole expense upon each such reservation of shares the
  listing thereof (subject to issuance or notice of issuance) on all stock exchanges
  on which the Common Stock is then listed or inter-dealer trading systems on
  which the Common Stock is then traded. The Company will take all such action
  as may be necessary to assure that such shares of Common Stock may be so issued
  without violation of any applicable law or regulation, or of any requirements
  of any national securities exchange upon which the Common Stock may be listed
  or inter-dealer trading system on which the Common Stock is then traded. The
  Company will not take any action which would result in any adjustment in the
  number of shares of Common Stock purchasable hereunder if the total number of
  shares of Common Stock issuable pursuant to the terms of this Warrant after
  such action upon full exercise of this Warrant and, together with all shares
  of Common Stock then outstanding and all shares of Common Stock then issuable
  upon exercise of all options and other rights to purchase shares of Common Stock
  then outstanding, would exceed the total number of shares of Common Stock then
  authorized by the Company's Restated and Amended Articles of Incorporation,
  as then amended. 

 4. The exercise price of the warrants are as follows:


	     125,000 warrants exercisable @ $0.30 - to be exercised
    within 90 days of November 1, 2003.


 5. The shares of Common Stock issuable upon the exercise of
  this Warrant shall be registered by the Company pursuant to a Form S-8 to be
  filed with the Securities and Exchange Commission on or about November 14, 2003.


 6. The terms defined in this paragraph, whenever used in this
  Warrant, shall, unless the context otherwise requires, have the respective meanings
  hereinafter specified. The term "Common Stock" shall mean and include the Company's
  Common Stock, authorized on the date of the original issue of this Warrant and
  shall also include in case of any reorganization, reclassification, consolidation,
  merger or sale of assets of the character referred to in Section 4 hereof, the
  stock, securities or assets provided for in such paragraph. The term "outstanding"
  when used with reference to Common Stock shall mean at any date as of which
  the number of shares thereof is to be determined, all issued shares of Common
  Stock, except shares then owned or held by or for the account of the Company.
  The term "1933 Act" shall mean the Securities Act of 1933, as amended, or any
  successor Federal statute, and the rules and regulations of the Securities and
  Exchange Commission, or any other Federal agency then administering the 1933
  Act, thereunder, all as the same shall be in effect at the time. 

 7. This Warrant is exchangeable, upon the surrender hereby
  by the Holder at the office or agency of the Company, for new Warrants of like
  tenor representing in the aggregate the right to subscribe for and purchase
  the number of shares of Common Stock which may be subscribed for and purchased
  hereunder, each of such new Warrants to represent the right to subscribe for
  and purchase such number of shares of Common Stock as shall be designated by
  the Holder at the 

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 time of such surrender. Upon receipt of evidence satisfactory
  to the Company of the loss, theft, destruction or mutilation of this Warrant
  or any such new Warrants and, in the case of any such loss, theft, or destruction,
  upon delivery of a bond of indemnity, reasonably satisfactory to the Company,
  or, in the case of any such mutilation, upon surrender or cancellation of this
  Warrant or such new Warrants, the Company will issue to the Holder a new Warrant
  of like tenor, in lieu of this Warrant or such new Warrants, representing the
  right to subscribe for and purchase the number of shares of Common Stock which
  may be subscribed for and purchased hereunder. 

 8. The Company will at no time close its transfer books against
  the transfer of this Warrant or of any shares of Common Stock issued or issuable
  upon the exercise of this Warrant in any manner which interferes with the timely
  exercise of this Warrant. This Warrant shall not entitle the Holder to any voting
  rights or any rights as a shareholder of the Company. The rights and obligations
  of the Company, of the Holder, and of any holder of shares of Common Stock issuable
  hereunder, shall survive the exercise of this Warrant. 

 9. This Warrant sets forth the entire agreement of the Company
  and the Holder of the Common Stock issuable upon the exercise of this Warrant
  with respect to the rights of the Holder and the Common Stock issuable upon
  the exercise of this Warrant, notwithstanding the knowledge of such Holder of
  any other agreement or the provisions of any agreement, whether or not known
  to the Holder, and the Company represents that there are no agreements inconsistent
  with the terms hereof or which purport in any way to bind the Holder of this
  Warrant or the Common Stock. 

 10. The validity, interpretation and performance of this Warrant
  and each of its terms and provisions shall be governed by the laws of the State
  of Oregon. 

 IN WITNESS WHEREOF, the Company has caused this Warrant to
  be signed by its duly authorized officer under its corporate seal and dated
  as of November 6, 2003. 

 REGI U.S., INC. 

 /s/ John G. Robertson 

	By:  “John G. Robertson”
	        Name: John G. Robertson
	        Title: President


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