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                                                                     EXHIBIT 4.2

                         Consulting Agreement Extension

         This Consulting Agreement Extension (the "Consulting Agreement
Extension") is made as of November 29, 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 and Consultant have entered into a Consulting
Agreement dated as of October 26, 2001 ("Consulting Agreement") that provides
for consulting services to be rendered by Consultant to the Company over a six
month period and also contemplates the extension of that Consulting Agreement
for an additional six months; and WHEREAS, the Company and Consultant now desire
to extend the Consulting Agreement for an additional six months and to modify
the payment terms under the Consulting Agreement to provide for additional
shares of common stock of the Company to be issued to Consultant and additional
shares of common stock underlying a common stock purchase warrant to be issued
to consultant in connection with this Consulting Agreement Extension and for
services to be rendered by Consultant.

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:

         1. TERM. The text of Paragraph 2 of the Consulting Agreement is hereby
amended and restated in its entirety to provide as follows:

         The term of the Consulting Agreement began as of the date of the
Consulting Agreement, and shall terminate twelve months thereafter, unless
earlier terminated in accordance with paragraph 7 herein or extended as agreed
to between the parties (the "Term").

         2. COMPENSATION. The text of Paragraph 5 of the Consulting Agreement is
hereby amended and restated in its entirety to provide as follows:

         As payment for the first six months of the Term, the Company will
immediately grant Consultant 7,441,667 shares of the Company's common stock plus
a common stock purchase warrant 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. As payment for the
second six months of the Term, the Company will, on November 29, 2001, grant
Consultant 24,227,182 shares of the Company's common stock plus a common stock
purchase warrant to purchase up to 8,500,000 shares of the Company's Common
Stock with an exercise price at $.02 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.

         3. NO ADDITIONAL CHANGES. Except for the changes set forth above, there
shall be no additional changes to the Consulting Agreement, which shall remain
in full force and effect for the duration of its Term.

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

KANAKARIS WIRELESS                                         CONSULTANT

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