U.S. SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549

                                         FORM S-8

                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                     EVERLERT, INC.
               (Exact Name of Registrant as Specified in its Charter)

          Nevada                                          91-1886117
   (State of Incorporation)                       (I.R.S. Employer ID No.)

             1201 East Warner Avenue, Santa Ana, California        92705
                 (Address of principal executive offices)       (Zip Code)


             Non-Employee Directors and Consultants Retainer Stock Plan
                              Attorney-Client Contract
                             (Full title of the Plans)

                Brian F. Faulkner, A Professional Law Corporation,
         3900 Birch Street, Suite 113, Newport Beach, California 92660
                    (Name and address of agent for service)
                                (949) 975-0544
           (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share
Common
Stock              600,000       $0.001 (1)  $   600     $ 0.15

Common
Stock              120,000       $0.25 (2)   $30,000     $ 7.50

(1)  Calculated under Rule 457(h)(1): deemed issuance price as set
forth  in the Non-Employee Directors and Consultants Retainer Stock
Plan, attached as Exhibit 4.1 to this  Form S-8.

(2)  Calculated under Rule 457(c): the average of the bid and ask
prices as of August 2, 2001.


                                   PART I
            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933.  The participants shall be provided a
written statement notifying them that upon written or oral request
they will be provided, without charge, (a) the documents
incorporated  by reference in Item 3 of Part II of the registration
statement, and (b) other documents required to be delivered
pursuant to Rule 428(b).  The statement will inform the
participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request is
to be directed.

                                  PROSPECTUS

                              120,000 SHARES (1)

                        COMMON STOCK, $0.001 PAR VALUE

                               EVERLERT, INC.

The following selling shareholders of Everlert, Inc., a Nevada
corporation, are hereby offering up to 120,000 shares of its $0.001
par value common stock previously received under an attorney-client
contract with the company at the market price on a delayed basis
under Rule 415 pursuant to the terms of this prospectus: Marc Tow
and Lanette B. Faulkner.  The company will not receive any proceeds
from this offering of common stock.  The trading symbol of the
company's common stock on the Pink Sheets LLC is "EVRL."

The shares offered hereby are highly speculative and involve a
high degree of risk to public investors and should be purchased
only by persons who can afford to lose their entire investment (See
"Risk Factors" on page 5).

These securities have not been approved or disapproved by the
U.S. Securities and Exchange Commission or any state securities
commission nor has the U.S. Securities and Exchange Commission or
any state securities commission passed upon the accuracy or
adequacy of this prospectus.  Any representation to the contrary is
a criminal offense.

Information contained herein is subject to completion or
amendment.  The registration statement relating to the securities
has been filed with the U.S. Securities and Exchange Commission.
The securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.
This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state.

Dated: August 7, 2000

(1)   Pursuant to SEC Rule 416, there will be a change in the
amount of securities being issued to prevent dilution resulting
from stock splits, stock dividends, or similar transaction.

                             PROSPECTUS SUMMARY

The following summary is qualified in its entirety by detailed
information appearing elsewhere in this prospectus.  Each
prospective investor is urged to read this prospectus in its entirety.

The Company.

The company was originally incorporated on February 3, 1998,
and has adopted a December 31 year-end.  At December 31, 2000 and
currently, the company is a development stage company, since it has
not commenced its planned principal operations.  The amount of
accumulated deficit from inception (February 3, 1998) through March
31, 2001 is $2,146,405.

The company's principal business objective is to develop,
manufacture and market smoke and heat detectors and related
products for residential  and commercial fire safety.  The company
has developed two smoke and heat detector products for residential
or commercial application consisting of four models - two for each
product. The first smoke detector product is portable decorative
and will be targeted initially for the Christmas season market.
This design features one model that detects the presence of
abnormally high heat and/or smoke in the vicinity of a Christmas
tree, fireplace or other fire hazard. When either heat or smoke is
detected, an audio alarm notifies the resident of impending danger.
The less costly version detects heat only, as opposed to the more
costly model which detects heat and smoke.  Both models are encased
in attractive plastic ornamental metallized cases and operate on a
single 9VDC battery.  The company's portable smoke detectors are
ideal for travelers, especially those who travel outside the United
States, where such precautionary devices may not be required by the
local authorities.

The second smoke detector product, consisting of two models,
is designed to replace or supplement existing home smoke detectors.
Both models utilize a photo electric smoke recognition design - as
opposed to some detectors on the market that incorporate a
radioactive element to perform the same function.  Both models
detect heat as well as the presence of smoke. The more
sophisticated model has two alarms.  The first is an ear-piercing
95 decibel screech. The second is an 85 decibel voice alarm.  When
the unit is activated, by smoke or heat, the alarms sound
alternately.  When a fire starts and smoke spreads throughout the
house, it is sometimes difficult to determine where the fire
originated and the most safe avenue of escape.

The principal offices of the company's are located at 1201
East Warner Avenue, Santa Ana, California 92705.  The telephone
number for the company is (714) 966-0710.

The Offering.

Shares of common stock of the company held by the following
selling shareholders of the  company will be offered as a shelf
registration under Securities and Exchange Commission Rule 415 at
the current market price: Marc Tow and Lanette B. Faulkner
(collectively, "Selling Shareholders").  If all the shares being
offered to the public under the current offering are sold, this
will represent gross proceeds to the Selling Shareholders of
$30,000 (based on the average of the  bid and ask price of $0.25 as
of August 2, 2001).  The company will not realize any proceeds from
this offering.

Liquidity of Investment.

Although the shares of common stock of the company purchased
on the open market will  be "free trading," there has been only a
limited public market for the shares.  Therefore, an investor may
not be able to sell the shares when he or she wishes; therefore, an
investor may consider his or her investment to be long-term.  See
"Risk Factors."

Risk Factors.

An investment in the company involves risks due in part to a
limited previous financial and operating history of company.  Also,
certain potential conflicts of interest arise due to the
relationship of the company to management and others.  See "Risk
Factors."

                                RISK FACTORS

The securities offered hereby are highly speculative in nature
and involve a high  degree of risk.  They should be purchased only
by persons who can afford to lose their entire investment.
Therefore, each prospective investor should, prior to purchase,
consider very carefully the following risk factors among other
things, as well as all other information set forth in this prospectus.

Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Company to Survive.

The Company has had limited prior operations to date.  Since
the Company's principal activities to date have been limited to
organizational activities, research and development, and prospect
development, it has no record of any revenue-producing operations.
Consequently, there is only a limited operating history upon which
to base an assumption that the Company will be able to achieve its
business plans.  In addition, the Company has only limited assets.
As a result, there can be no assurance that the Company will
generate significant revenues in the future; and there can be no
assurance that the Company will operate at a profitable level.  If
the Company is unable to obtain customers and generate sufficient
revenues so that it can profitably operate, the Company's business
will not succeed.  Accordingly, the Company's prospects must be
considered in light of the risks, expenses and difficulties
frequently encountered in connection with the establishment of a
new business in a highly competitive industry, characterized by new
product introductions.

The Company incurred a net loss of $370,268 for the fiscal
year ended December 31, 1999, $1,268,621 for the fiscal year ended
December 31, 2000, and $78,200 for the three months ended March 31,
2001.  The Company's current liabilities exceed its current assets
by $458,744 as of December 31, 1999, $534,325 as of December 31,
2000, and $538,947 as of March 31, 2001.  At March 31, 2001, the
Company had an accumulated deficit of $2,146,405; as of that date,
the Company had no working capital.  This raises substantial doubt
about the Company's ability to continue as a going concern.

Need for Additional Financing May Affect Operations and Plan of
Business.

Since inception, the Company has financed operations
primarily through private  placements of common stock, and certain
borrowings.  In addition to two promissory notes between the
Company and its directors (see "Certain Relationships and Related
Transactions"), the Company has also borrowed $181,849 from an
unrelated party.  This promissory is unsecured, due on demand and
payable in one payment including principal and interest at
maturity, bearing an interest rate of 10%.  Additionally, the
holder has the option to convert any unpaid balances, including
accrued interest, into shares of the Company's common stock at a
price of $1.00 per share.

Current funds available to the Company will not be adequate
for it to be competitive in the areas in which it intends to
operate.  The Company's continued operations, as well as the
implementation of its business plan, therefore will depend upon its
ability to raise additional funds through bank borrowings, equity
or debt financing.  The Company estimates that it will need to
raise approximately $1,000,000 over the twelve months from June 1,
2001 for such purposes.  However, adequate funds may not be
available when needed or may not be available on favorable terms to
the Company.  The ability of the Company to continue as a going
concern is dependent on additional sources of capital and the
success of the Company's business plan.  Regardless of whether the
Company's cash assets prove to be inadequate to meet the Company's
operational needs, the Company might seek to compensate providers
of services by issuance of stock in lieu of cash.

If funding is insufficient at any time in the future, the
Company may not be able to take advantage of business opportunities
or respond to competitive pressures, any of which could have a
negative impact on the business, operating results and financial
condition.  In addition, if additional shares were issued to obtain
financing, current shareholders may suffer a dilutive effect on
their percentage of stock ownership in the Company.

No Assurance of Protection of Proprietary Rights May Affect Ability
to Manufacture Products.

The Company's success and ability to compete will be dependent
in part on the protection of its potential patents, trademarks,
trade names, service marks and other proprietary  rights.  The
Company intends to rely on trade secret and copyright laws to
protect the intellectual property that it plans to develop, but
there can be no assurance that such laws will provide sufficient
protection to the Company, that others will not develop a service
that are  similar or superior to the Company's, or that third
parties will not copy or otherwise obtain and use the Company's
proprietary information without authorization.  In addition,
certain of the Company's know-how and proprietary technology may
not be patentable.

The Company may rely on certain intellectual property licensed
from third parties, and may be required to license additional
products or services in the future, for use in the general
operations of its business plan.  The Company currently has no
licenses for the use of any specific products.  There can be no
assurance that these third party licenses will be available or
will continue to be available to the Company on acceptable terms or
at all.  The inability to enter into and  maintain any of these
licenses could have a material  adverse effect on the Company's
business, financial condition or operating results.

No Assurance of Meeting Underwriters Laboratories Standard May
Affect Ability to Sell Products.

The agency testing required for Company products is
Underwriters Laboratories ("UL"), which is a private testing
organization.  The Company's products have not yet been submitted
to UL for testing pending final tooling of the products.  Although
Company management believes that the Company's products meet
applicable UL Standard 217, there is a risk that they may not.
This testing is of importance since many state fire marshals
recognize UL testing and listing.  The Company's products would not
be available to sale in any state which requires such
certification; although they would be in a number of foreign
countries which do not require such certification.

No Assurance of Successful Manufacturing May Affect Ability of
Company to Survive.

The Company has no experience manufacturing commercial
quantities of products, but management has had experience in this
area.  The Company presently has no plans for developing an in-
house manufacturing capability.  Accordingly, the Company will be
dependent upon securing a contract manufacturer or other third
party to manufacture the circuit boards and plastic housing of the
detectors (the final assembly and testing will be done in-house).
There can be no assurance that the terms of any such arrangement
would be favorable enough to permit the products to compete
effectively in the marketplace.

Dependence on Outsourced Manufacturing May Affect Ability to Bring
Products to Market.

The risks of association with outsourced manufacturers are
related to aspects of these firms' operations, finances and
suppliers.  The Company may suffer losses if the outside
manufacturer fails to perform its obligations to manufacture and
ship the product manufactured.  These manufacturers' financial
affairs may also affect the Company's ability to obtain product
from these firms in a timely fashion should they fail to continue
to obtain sufficient financing during a period of incremental
growth.  The Company intends to maintains a strong relationship
with these manufacturers to ensure that any issues they may face
are dealt with in a timely manner.

No Assurance of Market Acceptance May Affect Ability to Sell Products.

There can be no assurance that any products successfully
developed by the Company or its corporate collaborators, if
approved for marketing, will ever achieve market acceptance.  The
Company's products, if successfully developed, may compete with a
number of traditional products manufactured and marketed by major
e-commerce and technology companies, as well as new products
currently under development by such companies and others.  The
degree of market acceptance of any products developed by the
Company or its corporate collaborators will depend on a number of
factors, including the establishment and demonstration of the
efficacy of the product candidates, their potential advantage over
alternative methods and reimbursement policies of government and
third party payors.  There can be no assurance that the marketplace
in general will accept and utilize any products that may be
developed by the Company or its corporate collaborators.

Substantial Competition May Affect Ability to Sell Products.

The Company may experience substantial competition in its
efforts to locate and attract customers for its products.  Many
competitors in the smoke detector industry have greater experience,
resources, and managerial capabilities than the Company and may be
in a better position than the Company to obtain access to attract
customers.  There are a number of larger companies which will
directly compete with the Company.  Such competition could have a
material adverse effect on the Company's profitability or viability.

Other External Factors May Affect Viability of Company.

The smoke detector industry in general is a speculative venture
necessarily involving some substantial risk. There is no certainty
that the expenditures to be made by the Company will result in
commercially profitable business.  The marketability of its products
will be affected by numerous factors beyond the control of the
Company.  These factors include market fluctuations, and the general
state of the economy (including the rate of inflation, and local
economic conditions), which can affect peoples' spending.  Factors
which leave less money in the hands of potential customers of the
Company will likely have an adverse effect on the Company.  The
exact effect of these factors cannot be accurately predicted, but
the combination of these factors may result in the Company not
receiving an adequate return on invested capital.

Control by Officers and Directors Over Affairs of the Company May
Override Wishes of Other Stockholders.

The Company's officers and directors beneficially own
approximately 70% of the outstanding shares of the Company's common
stock.  As a result, such persons, acting together, have the
ability to exercise significant influence over all matters
requiring stockholder approval.  Accordingly, it could be difficult
for the investors hereunder to effectuate control over the affairs
of the Company.  Therefore, it should be assumed that the officers,
directors, and principal common shareholders who control these
voting rights will be able, by virtue of their stock holdings, to
control the affairs and policies of the Company.

Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Company.

The Company's success is dependent upon the hiring and
retention of key personnel.  None of the officers or directors has
any employment or non-competition agreement with the Company.
Therefore, there can be no assurance that these personnel will
remain employed by the Company.  Should any of these individuals
cease to be affiliated with the Company for any reason before
qualified replacements could be found, there could be material
adverse effects on the Company's business and prospects.

In addition, all decisions with respect to the management of
the Company will be made exclusively by the officers and directors
of the Company.  Investors will only have rights associated with
stockholders to make decisions which effect the Company.  The
success of the Company, to a large extent, will depend on the
quality of the directors and officers of the Company.  Accordingly,
no person should invest in the shares unless he is willing to
entrust all aspects of the management of the Company to the
officers and directors.

Potential Conflicts of Interest May Affect Ability of Officers and
Directors to Make Decisions in the Best Interests of Company.

The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or
serve on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to
the business of the Company. As a result, certain conflicts of
interest may exist between the Company and its officers and/or
directors which may not be susceptible to resolution.

In addition, conflicts of interest may arise in the area of
corporate opportunities which cannot be resolved through arm's
length negotiations.  All of the potential conflicts of interest
will be resolved only through exercise by the directors of such
judgment as is consistent with their fiduciary duties to the
Company.  It is the intention of management, so as to minimize any
potential conflicts of interest, to present first to the Board of
Directors to the Company, any proposed investments for its evaluation.

Limitations on Liability, and Indemnification, of Directors and
Officers May Result in Expenditures by Company.

The Company's Articles of Incorporation include provisions to
eliminate, to the fullest extent permitted by the Nevada Revised
Statutes as in effect from time to time, the personal liability of
directors of the Company for monetary damages arising from a breach
of their fiduciary duties as directors.  The By-Laws of the Company
include provisions to the effect that the Company may, to the
maximum extent permitted from time to time under applicable law,
indemnify any director, officer, or employee to the extent that
such indemnification and advancement of expense is permitted under
such law, as it may from time to time be in effect.  Any limitation
on the liability of any director, or indemnification of directors,
officer, or employees, could result in substantial expenditures
being made by the Company in covering any liability of such persons
or in indemnifying them.

Absence of Cash Dividends May Affect Investment Value of Company's
Stock.

The Board of Directors does not anticipate paying cash
dividends on the common stock for the foreseeable future and
intends to retain any future earnings to finance the growth of the
Company's business. Payment of dividends, if any, will depend,
among other factors, on earnings, capital requirements and the
general operating and financial conditions of the Company as well
as legal limitations on the payment of dividends out of paid-in capital.

No Cumulative Voting May Affect Ability of Some Shareholders to
Influence Management of Company.

Holders of the shares of common stock of the Company are not
entitled to accumulate their votes for the election of directors or
otherwise. Accordingly, the holders of a majority of the shares
present at a meeting of shareholders will be able to elect all of
the directors of the Company, and the minority shareholders will
not be able to elect a representative to the Company's board of directors.

No Assurance of Continued Public Trading Market and Risk of Low
Priced Securities May Affect Market Value of Company's Stock.

Since August 25, 1998, there has been only a limited public
market for the common stock of the Company.  The common stock of
the Company is currently quoted on the National Quotation Bureau's
Pink Sheets; the Company intends to reapply for relisting on the
Over the Counter Bulletin Board after clearing comments on this
Form 10-SB registration statement.  As a result, an investor may
find it difficult to dispose of, or to obtain accurate quotations
as to the market value of the Company's securities. In addition,
the common stock is subject to the low-priced security or so called
"penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities.  The
Securities Enforcement and Penny Stock Reform Act of 1990 ("Reform
Act") requires additional disclosure in connection with any trades
involving a stock defined as a penny stock (generally, according to
recent regulations adopted by the U.S. Securities and Exchange
Commission, any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions), including the
delivery, prior to any penny stock transaction, of a disclosure
schedule explaining the penny stock market and the risks associated
therewith.   The regulations governing low-priced or penny stocks
sometimes limit the ability of broker-dealers to sell the Company's
common stock and thus, ultimately, the ability of the investors to
sell their securities in the secondary market.

Failure to Maintain Market Makers May Affect Value of Company's Stock.

If the Company is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers,
the liquidity of the common stock could be impaired, not only in
the number of shares of common stock which could be bought and
sold, but also through possible delays in the timing of
transactions, and lower prices for the common stock than might
otherwise prevail.  Furthermore, the lack of  market makers could
result in persons being unable to buy or sell shares of the common
stock on any secondary market.  There can be no assurance the
Company will be able to maintain such market makers.

The Price per Share for Sales of Unregistered Securities by Company
Less Than Then Current Market Price.

The price per share of all sales of unregistered securities by
the Company, except for 2,000 shares issued in December 1998, have
been much lower than the then current market price.  Thus, the
Company is not receiving cash, assets, or services which are
equivalent to the market price of the stock at the time it is
issued.  However, the Board of Directors has made a determination
that the consideration received by the Company in each instance is
adequate.  The factors that the Board of Directors considers when
determining the price when shares are issued above are: (a) low
liquidity of the common stock on the trading exchange (low volume
and infrequent execution of trades) and (b) the restricted nature
of the shares issued.

Sale of Shares Eligible For Future Sale Could Adversely Affect the
Market Price.

All of the approximate 14,000,000 shares of common stock which
are currently held, directly or indirectly, by management have been
issued in reliance on the private placement exemption under the
Securities Act of 1933.  Such shares will not be available for sale
in the open market without separate registration except in reliance
upon Rule 144 under the Securities Act of 1933.  In general, under
Rule 144 a person, or persons whose shares are aggregated, who has
beneficially owned shares acquired in a non-public transaction for
at least one year, including persons who may be deemed affiliates
of One Touch, as defined, would be entitled to sell within any
three-month period a number of shares that does not exceed the
greater of 1% of the then outstanding shares of common stock, or
the average weekly reported trading volume during the four calendar
weeks preceding such sale, provided that current public information
is then available.  If a substantial number of the shares owned by
these shareholders were sold under Rule 144 or a registered
offering, the market price of the common stock could be adversely
affected.

Status as a Pseudo California Corporation Could Adversely Affect
the Operation of the Company.

Section 2115 of the California General Corporation Law
subjects foreign corporations doing business in California to
various substantive provisions of the California General
Corporation Law in the event that the average of its property,
payroll and sales is more than 50% in California and more than one-
half of its outstanding voting securities are held of record by
persons residing in the State of California.  Section 2115 does not
apply to any corporation which, among other things, has outstanding
securities designated as qualified for trading as a national market
security on NASDAQ if such corporation has at least eight hundred
holders of its equity securities as of the record date of its most
recent annual meeting of shareholders.

Currently, the company does meet the requirement of a pseudo
California corporation.   Some of the substantive provisions of
California which apply to the company include laws relating to
annual election of directors, removal of directors without cause,
removal of directors by court proceedings, indemnification of
officers and directors, directors standard of care and liability of
directors for unlawful distributions.  In addition, Section 708 of
the California General Corporation Law which mandates that
shareholders have the right of cumulative voting at the election of
directors applies to the company.

                              USE OF PROCEEDS

The proceeds from the sale of the shares of the Selling
Shareholders will be paid directly to these individuals for their
own personal use.  The company will not receive any proceeds from
this offering.  If the Selling Shareholders sell all 120,000 shares
offered hereby, this will result in  gross proceeds to the Selling
Shareholders of $30,000 (based on the average of the bid and ask
price of $0.25 of August 2, 2001).

                           SELLING SECURITY HOLDERS

The Selling Shareholders will be offering their shares of
common stock in this offering as follows:

Name of         Amount of       Amount Offered    Amount of    Percentage of
Selling         Securities      for the           Securities   Ownership

Shareholders    Owned Prior     Selling           Owned After  After Current
                to Current      Shareholders      Current      Offering (2)
                Offering        Account (1)       Offering

Marc Tow          120,000           60,000          60,000         0.30%

Lanette B.
Faulkner          120,000           60,000          60,000         0.30%

(1)  As the company, at the time of filing this prospectus, does
not satisfy the requirements for use of Form S-3, then the
following limitation applies with respect to restricted securities
being offered hereby: the amount of securities to be reoffered or
resold by means of the reoffer prospectus, by each person, and any
other person with whom he or she is acting in concert for the
purpose of selling securities of the company, may not exceed,
during any three month period, the amount specified in Rule 144(e).
The latest report by the company, a Form 10-SB/A filed with the
Securities and Exchange Commission on July 11, 2001 indicates that
the total issued and outstanding common stock of the company as of
July 1, 2001 is 20,172,477.  One percent of this amount is 201,725;
therefore, the amounts offered above are in compliance with Rule
144(e) (the company is not permitted to used the volume limitation
under Rule 144(e) since it is not currently traded on the Over the
Counter Bulletin Board).

(2)  Based on the total issued and outstanding shares of common
stock of the company of 20,172,477 as of July 1, 2001.

                           PLAN OF DISTRIBUTION

Shares of common stock of the company being held by the
following selling shareholders of the company will be offered as a
shelf registration under Securities and Exchange Commission Rule
415 at the current market price: Marc Tow and Lanette B. Faulkner
(collectively, "Selling Shareholders").  If all the Shares being
offered to the public under the current offering are sold, this
will represent gross proceeds to the Selling Shareholders of
$180,000 (based on the average of the bid and ask price of $1.50 as
of July 16, 2001).  The company will not realize any proceeds from
this offering.

Manner of Sales; Broker-Dealer Compensation.

The Selling Shareholders, or any successors in interest to the
selling shareholders, may sell their shares of common stock in one
or more of the following methods:

ordinary brokers' transactions;

transactions involving cross or block trades or otherwise on
the Bulletin Board;

purchases by brokers, dealers or underwriters as principal and
resale by these purchasers for their own accounts pursuant to
this prospectus;

"at the market" to or through market makers or into an
existing  market for the company's common stock;

in other ways not involving  market makers or established
trading markets, including direct sales to purchases or sales
effected through agents;

through transactions in options, swaps or other derivatives
(whether exchange-listed or otherwise);

in privately negotiated transactions;

to cover short sales; or

any combination of the foregoing.

The Selling Shareholders also may sell their shares in
reliance upon Rule 144 under the  Securities Act of 1933 at such
times as they are eligible to do so.  The company has been advised
by the  Selling Shareholders that they have not made any
arrangements for the distribution of the shares of common stock.
Brokers, dealers or underwriters who effect sales for the Selling
Shareholders may arrange for other brokers, dealers or underwriters
to participate.  Brokers, dealers or  underwriters engaged by the
Selling Shareholders will receive commissions or discounts from
them in  amounts  to be  negotiated  prior to the  sale.  These
brokers, dealers or underwriters may act as agent or as principals.
From time to time, one or more of the Selling Shareholders may
pledge, hypothecate or  grant a security interest in some or all of
the shares of common stock being offered for sale, and the
pledgees, secured parties or persons to whom these securities have
been pledged shall, upon foreclosure in the event of default, be
considered a selling shareholder hereunder.  In addition, the
Selling Shareholders may, from time to time, sell short their
common stock.  In these instances, this prospectus may be delivered
in connection with these short sales and the shares of the common
stock may be used to cover these short sales.

From time to time one or more of the Selling  Shareholders
may  transfer, pledge, donate or assign shares of their common
stock to lenders or others and each of these persons will be
considered a Selling Shareholder for purposes of this prospectus.
The number of shares of the company's common stock beneficially
owned by those Selling Shareholders who so transfer,  pledge,
donate or assign shares of their common stock  will decrease as and
when they take these actions.  The plan of distribution for the
company's common stock by the Selling Shareholders set forth
herein will otherwise remain unchanged, except that the
transferees,  pledgees, donees or other successors will be
considered Selling shareholders hereunder.  Such selling
shareholders will not be able to use this prospectus unless and
until a post-effective amendment is filed, naming those
individuals, and is declared effective.

Subject to the limitations discussed above, Selling
Shareholders may enter into hedging  transactions with broker-
dealers and the broker-dealers may engage in short sales of the
company's common stock in the course of hedging the positions they
assume with the Selling Shareholders, including in connection with
distributions of the common stock by these broker-dealers.  Selling
Shareholders may also enter into option or other transactions with
broker-dealers that involve the delivery of the company's common
stock to the broker-dealers, who may then  resell or otherwise
transfer these shares.  Selling Shareholders also may loan or
pledge the company's common stock  to a broker-dealer and the
broker-dealer may sell the common stock so loaned or upon a default
may sell or otherwise transfer the pledged common stock.
Filing of a Post-Effective Amendment In Certain Instances.
If any Selling Shareholders notifies the company that he, she,
or it has entered into a material arrangement  (other than a
customary  brokerage account agreement) with a broker or dealer for
the sale of shares of common stock under this prospectus through a
block trade, purchase by a broker or dealer or similar transaction,
the company will file a post- effective amendment to the
registration  statement for this offering.  The post-effective
amendment will disclose:

The name of each broker-dealer involved in the transaction.

The number of shares of common stock involved.

The price at which those shares of common stock were sold.

The commissions paid or discounts or concessions allowed to
the broker-dealer(s).

If applicable, that these broker-dealer(s) did not conduct any
investigation to verify the information contained or
incorporated  by reference in this prospectus, as supplemented.

Any other facts material to the transaction.

Certain Persons May Be Deemed to Be Underwriters.

The Selling Shareholders and any broker-dealers who execute
sales for them may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 because of the number of
shares of common stock to be sold or resold by these persons or
entities or the manner of sale of these shares, or both.  If a
Selling Shareholder or any broker-dealer or other holders were
determined to be underwriters, any discounts, concessions or
commissions received by them or by brokers or dealers acting on
their behalf and any profits received by them on the resale of
their shares of common stock might be deemed to be underwriting
discounts and commissions under the Securities Act.Regulation M.

The company has informed the Selling Shareholders that
Regulation M promulgated under the Securities  Exchange Act of 1934
may be applicable to them with respect to any purchase or sale the
company's common stock.  In general, Rule 102 under Regulation M
prohibits any person connected with a distribution of the company's
common stock from directly or indirectly bidding for, or purchasing
for any account in which it has a beneficial interest, any of the
common stock or any right to purchase this stock, for a period of
one business day before and after completion of its participation
in the distribution.

During any distribution period, Regulation M prohibits the
Selling Shareholders and any  other persons engaged in the
distribution from engaging in any stabilizing bid or purchasing the
company's common stock except for the purpose of preventing or
retarding a decline in the open market price of the common stock.
None of these persons may effect any stabilizing transaction to
facilitate any offering at the market.  As the Selling Shareholders
will be reoffering and reselling the company's common stock at the
market, Regulation M will prohibit them from effecting any
stabilizing transaction in contravention of Regulation M with
respect to this stock.

Opportunity to Make Inquiries.

The company will make available to any investor, prior to any
issue of the resale of the shares, the opportunity to ask questions
and receive answers from the company concerning any aspect of the
investment and to obtain any additional information contained in
this prospectus, to the extent that the company possesses such
information or can acquire it without unreasonable effort or expense.

                INTERESTS OF NAMED EXPERTS AND COUNSEL

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the
Registrant.

Brian F. Faulkner, A Professional Law Corporation, counsel for
the Registrant named in this registration statement as giving an
opinion on the validity of the securities, has previously received
120,000 of restricted common stock pursuant in exchange for legal
services previously rendered, and to be rendered in the future, to
the Registrant under an attorney-client contract (these shares are
held in the name of "Lanette B. Faulkner").  These legal services
consist of advice and preparation work in connection with reports
of the Registrant filed under the Securities Exchange Act of 1934,
and other general corporate and securities work for the Registrant.
Marc R. Tow, Esq. has also received 120,000 shares of common stock
under for assistance provided to Mr. Faulkner in his work for the
Registrant under that contract.

                             MATERIAL CHANGES

There have been no material changes in the company's affairs
which have occurred since   the end of the latest fiscal year for
which certified financial statements were included in the latest
annual report to security holders and which have not been described
in a report on a Form 10-QSB or Form 8-K filed under the Securities
Exchange Act of 1934, or the latest Form 10-SB/A filed with the
U.S. Securities and Exchange Commission on July 11, 2001.

            INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

(a)  The documents listed in (1) and (2) below are
specifically incorporated by reference into this Prospectus:

1.  The company's latest annual report on Form 10-KSB filed
pursuant to Section 13(a) of the Exchange Act which contains
financial statements for the company's latest fiscal year  for
which a Form 10-KSB was required to have been filed; and

2.  All other reports filed pursuant to Section 13(a) of the
Exchange Act since the end of the fiscal year covered by the
annual report referred to in (1) above; and

3.  Since the common stock of the company is registered under
Section 12 of the Exchange Act, the description of such class
of securities which is contained in the latest Form SB-2 POS
of the company filed under the Securities Act of 1933,
including any amendment or reports filed for the purpose of
updating such description.

(b)  All documents subsequently filed by the company pursuant
to Sections 13(a), 13(c), or 14 of the Exchange Act, prior to the
termination of the offering are also incorporated by reference into
this Prospectus.

(c)  Information:

1.  The company will provide to each person, including any
beneficial owner, to whom a Prospectus is delivered, a copy of
any or all of the information that has been incorporated by
reference in the prospectus but not delivered with the prospectus;

2.  The company will provide this information upon written or
oral request;

3.  The company will provide this information at no cost to
the requester; and

4.  The name, address, and telephone number to which the
request for this information must be made: James J. Weber,
President, Everlert, Inc., 1201 East Warner Avenue, Santa Ana,
California 92705; (714) 966-0710.

5.  The company files annual, quarterly and special reports,
proxy statements and other information with the U.S. Securities and
Exchange Commission, Washington, D.C. 20549.  The company has also
filed with the Commission this registration statement on Form S-8
under the Securities Act  of 1933 with respect to the shares of
common stock offered by this prospectus.  This prospectus does not
contain all of the information set forth in the  registration
statement and the exhibits and schedules filed with the
registration statement. Certain items are omitted in accordance
with the rules and regulations of the Commission.  For further
information with respect to the company and the common stock
offered by this prospectus, reference is made to the registration
statement and the exhibits and schedules filed with the
registration statement. Statements contained in this prospectus as
to the contents of any contract or any other document referred to
are not necessarily complete, and in each instance, reference is
made to the copy of such contract or other document filed as an
exhibit to the registration statement, each such statement being
qualified in all respects by such reference.

A copy of the company's filings, including this
registration statement, and the exhibits and schedules filed with
it, may be inspected without charge at the public reference
facilities maintained by the Commission in Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of all or any part
of the registration statement may be obtained from such office upon
the payment of the fees prescribed by the Commission.  The public
may obtain information on the operation of the public reference
room by calling the Commission at 1 (800) SEC-0330.  The Commission
maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants
that file electronically with the Commission, including the
company.  The address of the site is http://www.sec.gov. The
registration statement, including all its exhibits and any
amendments, has been filed electronically with the Commission.

       DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
                        SECURITIES ACT LIABILITIES

Limitation of Liability.

The articles of incorporation of the company (see Exhibit 3.1
to this Form 10-SB) provide the following with respect to liability:

"A director or officer of the corporation shall not  be
personally liable to this corporation or its stockholders for
damages for breach  of fiduciary duty as a  director or officer,
but  this Article shall not  eliminate or limit the  liability of a
director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of the law or
(ii) the  unlawful payment of dividends.  Any repeal or
modification of  this Article by stockholders  of the corporation
shall be prospective only, and shall not adversely affect  any
limitation on the personal liability of a director or officer of
the corporation for acts or omissions prior to such repeal or
modification."

Indemnification.

(a)  Articles of Incorporation.

The articles of incorporation of the company provide the
following with respect to indemnification:

"Every person who was or  is a party to, or is threatened to
be made a party to, or is involved in  any such action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by the  reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a
director of the corporation, or who is serving at the request of
the corporation as a director or officer of another corporation, or
is a representative in a partnership, joint venture, trust or other
enterprise, shall  be indemnified and held harmless to the fullest
extent  legally permissible under the laws of the State  of Nevada
from time  to time against all expenses,  liability and loss
(including attorneys' fees, judgments, fines,  and amounts paid or
to be paid in a settlement) reasonably incurred or suffered by him
or her in connection therewith.  Such right of indemnification
shall be a contract right which  may be enforced in  any manner
desired  by such person.  The expenses of officers and directors
incurred  in defending  a civil  suit or proceeding must be paid by
the corporation as incurred and in advance of the final disposition
of the action, suit, or proceeding, under receipt of an undertaking
by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the
corporation.  Such right of indemnification shall not be exclusive
of any other right of such directors, officers or representatives
may have or hereafter acquire, and, without limiting the generality
of such statement, they shall be entitled to their respective
rights  of indemnification under any  bylaw, agreement, vote of
stockholders, provision  of law, or otherwise, as well as their
rights under this article.

Without limiting  the application  of the foregoing,  the Board  of
Directors may  adopt By-Laws from  time to  time without respect to
 indemnification, to  provide at all  times the  fullest
indemnification permitted  by the laws of the  State of Nevada, and
may cause the corporation to purchase or maintain insurance  on
behalf of any person who is or was a director or officer."

(b)  Bylaws.

The Bylaws of the company (see Exhibit 3.3 of this Form 10-SB)
provide the following with respect to indemnification:

"The Corporation shall indemnify its directors, officers and
employees as follows:

Every director, officer, or employee of the Corporation shall
be indemnified by the Corporation against  all expenses and
liabilities, including  counsel fees, reasonably incurred  by or
imposed upon  him/her in connection with  any proceeding to which
he/she may  be made a party,  or in which he/she  may become
involved, by reason  of being or having  been a director, officer,
employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or
agent of the Corporation, partnership, joint venture, trust or
enterprise, or any settlement thereof, whether or not he/she is a
director, officer, employee or agent at  the time such expenses are
incurred, except  in such cases wherein the director,  officer,
employee or  agent is adjudged guilty  of willful misfeasance  or
malfeasance in the performance of his/her duties; provided  that in
the event of a settlement the indemnification  herein shall apply
only when  the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.

The Corporation shall provide to any person who is or was a
director, officer, employee or agent of the Corporation or is or
was serving at the request of the  Corporation as a director,
officer,  employee or agent of the Corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of a
suit, litigation or other proceedings which is specifically
permissible under applicable law.

The Board of Directors may, in its discretion,  direct the
purchase of liability insurance by way of  implementing the
provisions of this Article."

(c)  Nevada and California Laws.

Nevada and California laws also provide similar provisions for
indemnification of officers, directors, and employees of a company,
except that California law has more specific provisions with regard
to exclusions for indemnification.  Specifically, under California
law, no indemnification is to be made for any of the following:

In a matter in which the person is adjudged to be liable to
the corporation in the performance of that person's duty to
the corporation and its shareholders, unless and only to the
extent that the court in which the proceeding is or was
pending determines that the person is fairly and reasonably
entitled to indemnity for expenses and then only to the extent
that the court shall determine.

Amounts paid in settling or otherwise disposing of a pending
action without court approval.

Expenses incurred in defending a pending action which is
settled or otherwise disposed of without court approval.
In addition, no indemnification or advance is to be made in any
circumstance where it appears:

That it would be inconsistent with a provision of the
articles, bylaws, a resolution of the shareholders, or an
agreement in effect at the time of the accrual of the alleged
cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification.

That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

Undertaking.

The company undertakes the following:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.

                                  PART II
                INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

All of the shares of common stock being offering pursuant to
this registration statement have been issued pursuant to a claim of
exemption from registration under Rule 506 of Regulation D under
Section 4(2) of the Securities Act of 1933, and similar provisions
under state securities laws and regulations, in that: the sales
were made to sophisticated investors as defined in Rule 502;

the information specified in paragraph (b)2(ii)(B) and
paragraph (b)(2)(ii)(C) of this section was provided to each investor;

the company gave each purchaser the opportunity to ask
questions and receive answers concerning the terms and conditions
of the offering and to obtain any additional information which the
company possessed or could acquire without unreasonable effort or
expense that is necessary to verify the accuracy of information furnished;

at a reasonable time prior to the sale of securities, the
company advised the purchasers of the limitations on resale in the
manner contained in paragraph Rule 502(d)2 of this section;

neither the company nor any person acting on its behalf sold
the securities by any form of general solicitation or general
advertising; and

the company exercised reasonable care to assure that the
purchasers of the securities are not underwriters within the
meaning of section 2(11) of the Securities Act of 1933 in
compliance with Rule 502(d).

ITEM 8.  EXHIBITS.

The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

ITEM 9.  UNDERTAKINGS.

The undersigned company hereby undertakes:

(a)  (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the company's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(e) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information
(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the company pursuant to the
foregoing provisions, or otherwise, the company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the company of expenses incurred or paid by a director, officer or
controlling person of the company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City of
Santa Ana, State of California, on August 3, 2001.

                                            Everlert, Inc.

                                            By:  /s/  James J. Weber
                                            James J. Weber, President

                          Special Power of Attorney

The undersigned constitute and appoint James J. Weber their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form  S-8 Registration Statement, and
to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:

Signature                    Title                            Date

/s/  James J. Weber          President/Treasurer              August 3, 2001
James J. Weber              (principal financial and
                             accounting officer)/Director

/s/  Jerry G. Hilbert        Vice President/Director          August 3, 2001
Jerry G. Hilbert

                                   EXHIBIT INDEX

Exhibit                          Description
No.
4.1      Non-Employee Directors and Consultants Retainer Stock
         Plan, dated July 10, 2001 (see below).

4.2      Consulting Services Agreement between the company and
         Tracy Marsh, dated July 17, 2001 (see below).

4.3      Consulting Services Agreement between the company and
         James J. Weber, dated July 17, 2001 (see below).

4.4      Consulting Services Agreement between the company and
         Jerry G. Hilbert, dated July 17, 2001 (see below).

5        Opinion Re: Legality (see below).

23.1     Consent of Accountants (see below).

23.3     Consent of Counsel (see below).

24       Special Power of Attorney (see signature page).

                            EX-4.1
    NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN

                           EVERLERT, INC.
               NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                         RETAINER STOCK PLAN

1.  Introduction.

This plan shall be known as the "Everlert Non-Employee Directors
and Consultants Retainer Stock Plan" and is hereinafter referred to
as the "Plan".  The purposes of the Plan are to enable Everlert,
Inc., a Nevada corporation ("Company"), to promote  the interests
of the Company and its shareholders by attracting and retaining
non-employee Directors and Consultants capable of furthering the
future success of the Company and by aligning their economic
interests more closely with those of the Company's shareholders, by
paying their retainer or fees in the form of shares of the
Company's common stock, par value one tenth of one cent ($0.001)
per share ("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of
the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more
fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by
the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of
Directors of the Company.

"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the date
of distribution of any property, that is distributed with respect
to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of
any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of July 10, 2001 ("Effective Date"),
provided that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a
written agreement duly executed and delivered by or on behalf of
the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the deemed
issuance price of one tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered:  (a) on the
date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon
which the Participant ceases to be a Director or Consultant for any
reason ("Departure Date") or (c) in five equal annual installments
commencing on the Departure Date ("Third Anniversary" and
"Departure Date" each being referred to herein as a "Delivery
Date").  Such Deferral Election shall remain in effect for each
Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less
than six (6) months prior to the beginning of such  Year and
provided, further, that no more than one Deferral Election or
change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall be
made by delivering written notice thereof to the Committee no later
than six (6) months prior to the beginning of the Year in which it
is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which the
Deferral Election relates.  So long as any amounts in such Deferred
Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the
payment date for any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares of Common
Stock equal to (a) the number of shares of Common Stock shown in
such Deferred Stock Account on the record date for such dividend or
distribution multiplied by (b) the Dividend Equivalent for such
dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as practicable
after the applicable Delivery Date.  Except with respect to a
Deferral Election pursuant to Section 6(c), or other agreement
between the parties, such shares shall be delivered at one time;
provided that, if the number of shares so delivered includes a
fractional share, such number shall be rounded to the nearest whole
number of shares. If the Participant has in effect a Deferral
Election pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred
Stock Account), with the first such installment being delivered on
the first anniversary of the Delivery Date; provided that, if in
order to equalize such installments, fractional shares would have
to be delivered, such installments shall be adjusted by rounding to
the nearest whole share.  If any such shares are to be delivered
after the Participant has died or become legally incompetent, they
shall be delivered to the Participant's estate or legal guardian,
as the case may be, in accordance with the foregoing; provided
that, if the Participant dies with a Deferral Election pursuant to
Section 6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either case,
"Trust") to assist it in accumulating the shares of Common Stock
needed to fulfill its obligations under this  Section 8.   However,
Participants shall have no beneficial or other interest in the
Trust and the assets thereof, and their rights under the Plan shall
be as general creditors of the Company, unaffected by the existence
or nonexistence of the Trust, except that deliveries of Stock
Retainers to Participants from the Trust shall, to the extent
thereof, be treated as satisfying the Company's obligations under
this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and
from and after the date of such issuance the Participant shall be
entitled to all rights of a shareholder with respect to Common
Stock for all such shares issued in his or her name, including the
right to vote the shares, and the Participant shall receive all
dividends and other distributions paid or made with respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of the following
conditions:

(i)   Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;

(ii)   Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the
Committee shall, upon the advice of counsel, deem necessary or
advisable; and

(iii)   Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary or
advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers
pursuant to the Plan is One Million (1,000,000).  Shares of Common
Stock issueable under the Plan may be taken from treasury shares of
the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts
the Plan, any change in corporate capitalization, such as a stock
split, combination of shares, exchange of shares, warrants or
rights offering to purchase Common Stock at a price below its fair
market value, reclassification, or recapitalization, or a corporate
transaction, such as any merger, consolidation, separation,
including a spin-off, or other extraordinary distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case other
than any such Transaction which constitutes a Change of Control (as
defined below), (i) the Deferred Stock Accounts shall be credited
with the amount and kind of shares or other property which would
have been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant provisions
of the Plan and any such modification by the Committee shall be
binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form
of property, references in the Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other form of property,
with such other modifications as may be required for the Plan to
operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates
for shares of Common Stock shall be deemed to refer to delivery of
cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on the
date of the Change of Control:  (i) the shares of Common Stock held
in each Participant's Deferred Stock Account  shall be deemed to be
issued and outstanding as of the Change of Control; (ii) the
Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of Common Stock or any
other property held in such Participant's Deferred Stock Account;
and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of
the following events:

(i)   The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (a)
the then outstanding shares of common stock of the Company
("Outstanding Company Common Stock") or (b) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of
Control:  (a) any acquisition directly from the Company (excluding
an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly
from the Company), (b) any acquisition by the Company, (c) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (d) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of paragraph (iii)
of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board
of the Company (as of the date hereof, "Incumbent Board") cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such reorganization, merger, binding share exchange or
consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger, binding share exchange or
consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (c) at least a majority
of the members of the board of directors of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the sale
or other disposition of all or substantially all of the assets of
the Company, other than to a corporation, with respect to which
following such sale or other disposition, (x) more than sixty
percent (60%) of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (y) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors and (z) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of
assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of
three members who shall be the current directors of the Company or
senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may
deem necessary or desirable. (b)  The Board may from time to time
make such amendments to the Plan, including to preserve or come
within any exemption from liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company
without further approval of the Company's stockholders, provided
that, to the extent required under Nevada law or to qualify
transactions under the Plan for exemption under Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan shall
be adopted without further approval of the Company's stockholders
and, provided, further, that if and to the extent required for the
Plan to comply with Rule 16b-3 promulgated under the Exchange Act,
no amendment to the Plan shall be made more than once in any six
(6) month period that would change the amount, price or timing of
the grants of Common Stock hereunder other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  (c)  The Board may terminate the Plan at
any time by a vote of a majority of the members thereof.

14.  Micellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection by
the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to the
Plan, that a Participant make arrangements satisfactory to the
Committee for the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of such shares,
including without limitation by the withholding of shares that
would otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the
Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, this Plan has been executed as of the 27th day
of April, 2001.

                                              Everlert, Inc.


                                              By:   /s/ James J. Weber
                                              James J. Weber, President

                                    EX-4.2
                       CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated July
17, 2001, is made by and between Tracy Marsh, an individual
("Consultant"), whose address is , and Everlert, Inc., a Nevada
corporation ("Client"), having its principal place of business at
1201 East Warner Avenue, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background and knowledge in
the area of general business consulting and management;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "EVRL," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client general business
consulting and management work in developing the business plan of
Client.  As such Consultant will provide bona fide services to
Client.  The services to be provided by Consultant will not be in
connection with the offer or sale of securities in a capital-
raising transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, Two Hundred Thousand (200,000)
shares of S-8 free trading common stock in Client. Shares are due
and payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

James J. Weber, President
Everlert, Inc.
1201 East Warner Avenue
Santa Ana, California 92705

To Consultant:

Tracy Marsh

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of Nevada without reference
to its conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of the
State of California in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.


                                            Everlert, Inc.



                                            By : /s/  James J. Weber
                                            James J. Weber, President


                                            Tracy Marsh


                                            /s/  Tracy Marsh

                                     EX-4.3
                        CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated July
17, 2001, is made by and between James J Weber, an individual
("Consultant"), whose address is, and Everlert, Inc., a Nevada
corporation ("Client"), having its principal place of business at
1201 East Warner Avenue, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background and knowledge in
the area of general business consulting and management;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "EVRL," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client general business
consulting and management work in developing the business plan of
Client.  As such Consultant will provide bona fide services to
Client.  The services to be provided by Consultant will not be in
connection with the offer or sale of securities in a capital-
raising transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, Two Hundred Thousand (200,000)
shares of S-8 free trading common stock in Client. Shares are due
and payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this
Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

Jerry G. Hilbert, Vice President
Everlert, Inc.
1201 East Warner Avenue
Santa Ana, California 92705

To Consultant:

James J. Weber

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of Nevada without reference
to its conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of the
State of California in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.


                                         Everlert, Inc.



                                         By : /s/  Jerry G. Hilbert
                                         Jerry G. Hilbert, President


                                         James J. Weber


                                         /s/  James J. Weber

                                  EX-4.4
                    CONSULTING SERVICES AGREEMENT


This Consulting Services Agreement ("Agreement"), dated July
17, 2001, is made by and between Jerry G. Hilbert, an individual
("Consultant"), whose address is, and Everlert, Inc., a Nevada
corporation ("Client"), having its principal place of business at
1201 East Warner Avenue, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background and knowledge in
the area of general business consulting and management;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "EVRL," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client general business
consulting and management work in developing the business plan of
Client.  As such Consultant will provide bona fide services to
Client.  The services to be provided by Consultant will not be in
connection with the offer or sale of securities in a capital-
raising transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, Two Hundred Thousand (200,000)
shares of S-8 free trading common stock in Client. Shares are due
and payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this
Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

James J. Weber, President
Everlert, Inc.
1201 East Warner Avenue
Santa Ana, California 92705

To Consultant:

Jerry G. Hilbert

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of Nevada without reference
to its conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of the
State of California in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.


                                        Everlert, Inc.



                                        By : /s/  James J. Weber
                                        James J. Weber, President


                                        Jerry G. Hilbert


                                        /s/  Jerry G. Hilbert

                                   EX-5
                          OPINION RE: LEGALITY


                            Brian F. Faulkner
                     A Professional Law Corporation
                      3900 Birch Street, Suite 113
                     Newport Beach, California 92660
                            (949) 975-0544


July 31, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Everlert, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Everlert, Inc., a Nevada
corporation ("Company"), in connection with its Registration
Statement on Form S-8 relating to the registration of 720,000
shares of its common stock ("Shares"), $0.001 par value per
Share, 600,000 of which are issuable pursuant to the Company's
Non-Employee Directors and Consultants Retainer Stock Plan and
the remainder of which are owned by selling shareholder
consultants.

In my representation I have examined such documents,
corporate records, and other instruments as I have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation, and all
amendments thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to
the qualifications and assumptions set forth below, it is my
opinion that the Company is duly organized and validly existing
as a corporation under the laws of the State of Nevada, and that
the Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at
the time of each issuance and sale of the Shares, the Company
will be a corporation validly existing and in good standing under
the laws of the State of Nevada.

(b)  In my examination of all documents, certificates
and records, I have assumed without investigation the
authenticity and completeness of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as copies and the authenticity and completeness
of the originals of all documents submitted to me as copies.  I
have also assumed the genuineness of all signatures, the legal
capacity of natural persons, the authority of all persons
executing documents on behalf of the parties thereto other than
the Company, and the due authorization, execution and delivery of
all documents by the parties thereto other than the Company.  As
to matters of fact material to this opinion, I have relied upon
statements and representations of representatives of the Company
and of public officials and have assumed the same to have been
properly given and to be accurate.

(c)  My opinion is based solely on and limited to the
federal laws of the United States of America and the Nevada
Revised Statutes.  I express no opinion as to the laws of any
other jurisdiction.

Sincerely,


/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.

                                   EX-23.1
                          CONSENT OF ACCOUNTANTS

L.L. BRADFORD & COMPANY, LLC
Certified Public Accountants & Consultants
3441 Eastern Avenue
Las Vegas, Nevada 89102
(702) 735-5030


August 3, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Everlert, Inc. - Form S-8

Dear Sir/Madame:

As independent certified public accountants, we hereby consent
to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 26, 2001 in Everlert, Inc.'s
Form 10-KSB for the year ended December 31, 2000, and to all
references to our firm included in this Registration Statement.

Sincerely,


/s/  L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC

                                EX-23.2
                         CONSENT OF COUNSEL


                          Brian F. Faulkner
                   A Professional Law Corporation
                   3900 Birch Street, Suite 113
                  Newport Beach, California 92660
                          (949) 975-0544


July 31, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Everlert, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to eConnect, a Nevada corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of 720,000 shares of its
common stock ("Shares"), $0.001 par value per Share, 600,000 of
which are issuable pursuant to the Company's Non-Employee
Directors and Consultants Retainer Stock Plan and the remainder
of which are owned by selling shareholder consultants.  I hereby
consent to all references to my firm included in this
Registration Statement, including the opinion of legality.

Sincerely,


/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.
[{"type": "S-8", "sequence": "1", "filename": "everlerts81080601.txt", "secsgml_size_bytes": 129208}]
{"company-data": {"conformed-name": "EVERLERT INC", "cik": "0001064478", "assigned-sic": "9995", "irs-number": "911886117", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67022", "film-number": "1699863"}, "business-address": {"street1": "1201 E WARNER AVE", "city": "SANTA ANA", "state": "CA", "zip": "92705", "phone": "7149660710"}, "mail-address": {"street1": "1201 E WARNER AVENUE", "city": "SANTA ANA", "state": "CA", "zip": "92705"}}
U.S. SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549

                                         FORM S-8

                  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                     EVERLERT, INC.
               (Exact Name of Registrant as Specified in its Charter)

          Nevada                                          91-1886117
   (State of Incorporation)                       (I.R.S. Employer ID No.)

             1201 East Warner Avenue, Santa Ana, California        92705
                 (Address of principal executive offices)       (Zip Code)

             Non-Employee Directors and Consultants Retainer Stock Plan
                              Attorney-Client Contract
                             (Full title of the Plans)

                Brian F. Faulkner, A Professional Law Corporation,
         3900 Birch Street, Suite 113, Newport Beach, California 92660
                    (Name and address of agent for service)
                                (949) 975-0544
           (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share
Common
Stock              600,000       $0.001 (1)  $   600     $ 0.15

Common
Stock              120,000       $0.25 (2)   $30,000     $ 7.50

(1)  Calculated under Rule 457(h)(1): deemed issuance price as set
forth  in the Non-Employee Directors and Consultants Retainer Stock
Plan, attached as Exhibit 4.1 to this  Form S-8.

(2)  Calculated under Rule 457(c): the average of the bid and ask
prices as of August 2, 2001.

                                   PART I
            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933.  The participants shall be provided a
written statement notifying them that upon written or oral request
they will be provided, without charge, (a) the documents
incorporated  by reference in Item 3 of Part II of the registration
statement, and (b) other documents required to be delivered
pursuant to Rule 428(b).  The statement will inform the
participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request is
to be directed.

                                  PROSPECTUS

                              120,000 SHARES (1)

                        COMMON STOCK, $0.001 PAR VALUE

                               EVERLERT, INC.

The following selling shareholders of Everlert, Inc., a Nevada
corporation, are hereby offering up to 120,000 shares of its $0.001
par value common stock previously received under an attorney-client
contract with the company at the market price on a delayed basis
under Rule 415 pursuant to the terms of this prospectus: Marc Tow
and Lanette B. Faulkner.  The company will not receive any proceeds
from this offering of common stock.  The trading symbol of the
company's common stock on the Pink Sheets LLC is "EVRL."

The shares offered hereby are highly speculative and involve a
high degree of risk to public investors and should be purchased
only by persons who can afford to lose their entire investment (See
"Risk Factors" on page 5).

These securities have not been approved or disapproved by the
U.S. Securities and Exchange Commission or any state securities
commission nor has the U.S. Securities and Exchange Commission or
any state securities commission passed upon the accuracy or
adequacy of this prospectus.  Any representation to the contrary is
a criminal offense.

Information contained herein is subject to completion or
amendment.  The registration statement relating to the securities
has been filed with the U.S. Securities and Exchange Commission.
The securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective.
This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state.

Dated: August 7, 2000

(1)   Pursuant to SEC Rule 416, there will be a change in the
amount of securities being issued to prevent dilution resulting
from stock splits, stock dividends, or similar transaction.

                             PROSPECTUS SUMMARY

The following summary is qualified in its entirety by detailed
information appearing elsewhere in this prospectus.  Each
prospective investor is urged to read this prospectus in its entirety.

The Company.

The company was originally incorporated on February 3, 1998,
and has adopted a December 31 year-end.  At December 31, 2000 and
currently, the company is a development stage company, since it has
not commenced its planned principal operations.  The amount of
accumulated deficit from inception (February 3, 1998) through March
31, 2001 is $2,146,405.

The company's principal business objective is to develop,
manufacture and market smoke and heat detectors and related
products for residential  and commercial fire safety.  The company
has developed two smoke and heat detector products for residential
or commercial application consisting of four models - two for each
product. The first smoke detector product is portable decorative
and will be targeted initially for the Christmas season market.
This design features one model that detects the presence of
abnormally high heat and/or smoke in the vicinity of a Christmas
tree, fireplace or other fire hazard. When either heat or smoke is
detected, an audio alarm notifies the resident of impending danger.
The less costly version detects heat only, as opposed to the more
costly model which detects heat and smoke.  Both models are encased
in attractive plastic ornamental metallized cases and operate on a
single 9VDC battery.  The company's portable smoke detectors are
ideal for travelers, especially those who travel outside the United
States, where such precautionary devices may not be required by the
local authorities.

The second smoke detector product, consisting of two models,
is designed to replace or supplement existing home smoke detectors.
Both models utilize a photo electric smoke recognition design - as
opposed to some detectors on the market that incorporate a
radioactive element to perform the same function.  Both models
detect heat as well as the presence of smoke. The more
sophisticated model has two alarms.  The first is an ear-piercing
95 decibel screech. The second is an 85 decibel voice alarm.  When
the unit is activated, by smoke or heat, the alarms sound
alternately.  When a fire starts and smoke spreads throughout the
house, it is sometimes difficult to determine where the fire
originated and the most safe avenue of escape.

The principal offices of the company's are located at 1201
East Warner Avenue, Santa Ana, California 92705.  The telephone
number for the company is (714) 966-0710.

The Offering.

Shares of common stock of the company held by the following
selling shareholders of the  company will be offered as a shelf
registration under Securities and Exchange Commission Rule 415 at
the current market price: Marc Tow and Lanette B. Faulkner
(collectively, "Selling Shareholders").  If all the shares being
offered to the public under the current offering are sold, this
will represent gross proceeds to the Selling Shareholders of
$30,000 (based on the average of the  bid and ask price of $0.25 as
of August 2, 2001).  The company will not realize any proceeds from
this offering.

Liquidity of Investment.

Although the shares of common stock of the company purchased
on the open market will  be "free trading," there has been only a
limited public market for the shares.  Therefore, an investor may
not be able to sell the shares when he or she wishes; therefore, an
investor may consider his or her investment to be long-term.  See
"Risk Factors."

Risk Factors.

An investment in the company involves risks due in part to a
limited previous financial and operating history of company.  Also,
certain potential conflicts of interest arise due to the
relationship of the company to management and others.  See "Risk
Factors."

                                RISK FACTORS

The securities offered hereby are highly speculative in nature
and involve a high  degree of risk.  They should be purchased only
by persons who can afford to lose their entire investment.
Therefore, each prospective investor should, prior to purchase,
consider very carefully the following risk factors among other
things, as well as all other information set forth in this prospectus.

Limited Prior Operations, History of Operating Losses, and
Accumulated Deficit May Affect Ability of Company to Survive.

The Company has had limited prior operations to date.  Since
the Company's principal activities to date have been limited to
organizational activities, research and development, and prospect
development, it has no record of any revenue-producing operations.
Consequently, there is only a limited operating history upon which
to base an assumption that the Company will be able to achieve its
business plans.  In addition, the Company has only limited assets.
As a result, there can be no assurance that the Company will
generate significant revenues in the future; and there can be no
assurance that the Company will operate at a profitable level.  If
the Company is unable to obtain customers and generate sufficient
revenues so that it can profitably operate, the Company's business
will not succeed.  Accordingly, the Company's prospects must be
considered in light of the risks, expenses and difficulties
frequently encountered in connection with the establishment of a
new business in a highly competitive industry, characterized by new
product introductions.

The Company incurred a net loss of $370,268 for the fiscal
year ended December 31, 1999, $1,268,621 for the fiscal year ended
December 31, 2000, and $78,200 for the three months ended March 31,
2001.  The Company's current liabilities exceed its current assets
by $458,744 as of December 31, 1999, $534,325 as of December 31,
2000, and $538,947 as of March 31, 2001.  At March 31, 2001, the
Company had an accumulated deficit of $2,146,405; as of that date,
the Company had no working capital.  This raises substantial doubt
about the Company's ability to continue as a going concern.

Need for Additional Financing May Affect Operations and Plan of
Business.

Since inception, the Company has financed operations
primarily through private  placements of common stock, and certain
borrowings.  In addition to two promissory notes between the
Company and its directors (see "Certain Relationships and Related
Transactions"), the Company has also borrowed $181,849 from an
unrelated party.  This promissory is unsecured, due on demand and
payable in one payment including principal and interest at
maturity, bearing an interest rate of 10%.  Additionally, the
holder has the option to convert any unpaid balances, including
accrued interest, into shares of the Company's common stock at a
price of $1.00 per share.

Current funds available to the Company will not be adequate
for it to be competitive in the areas in which it intends to
operate.  The Company's continued operations, as well as the
implementation of its business plan, therefore will depend upon its
ability to raise additional funds through bank borrowings, equity
or debt financing.  The Company estimates that it will need to
raise approximately $1,000,000 over the twelve months from June 1,
2001 for such purposes.  However, adequate funds may not be
available when needed or may not be available on favorable terms to
the Company.  The ability of the Company to continue as a going
concern is dependent on additional sources of capital and the
success of the Company's business plan.  Regardless of whether the
Company's cash assets prove to be inadequate to meet the Company's
operational needs, the Company might seek to compensate providers
of services by issuance of stock in lieu of cash.

If funding is insufficient at any time in the future, the
Company may not be able to take advantage of business opportunities
or respond to competitive pressures, any of which could have a
negative impact on the business, operating results and financial
condition.  In addition, if additional shares were issued to obtain
financing, current shareholders may suffer a dilutive effect on
their percentage of stock ownership in the Company.

No Assurance of Protection of Proprietary Rights May Affect Ability
to Manufacture Products.

The Company's success and ability to compete will be dependent
in part on the protection of its potential patents, trademarks,
trade names, service marks and other proprietary  rights.  The
Company intends to rely on trade secret and copyright laws to
protect the intellectual property that it plans to develop, but
there can be no assurance that such laws will provide sufficient
protection to the Company, that others will not develop a service
that are  similar or superior to the Company's, or that third
parties will not copy or otherwise obtain and use the Company's
proprietary information without authorization.  In addition,
certain of the Company's know-how and proprietary technology may
not be patentable.

The Company may rely on certain intellectual property licensed
from third parties, and may be required to license additional
products or services in the future, for use in the general
operations of its business plan.  The Company currently has no
licenses for the use of any specific products.  There can be no
assurance that these third party licenses will be available or
will continue to be available to the Company on acceptable terms or
at all.  The inability to enter into and  maintain any of these
licenses could have a material  adverse effect on the Company's
business, financial condition or operating results.

No Assurance of Meeting Underwriters Laboratories Standard May
Affect Ability to Sell Products.

The agency testing required for Company products is
Underwriters Laboratories ("UL"), which is a private testing
organization.  The Company's products have not yet been submitted
to UL for testing pending final tooling of the products.  Although
Company management believes that the Company's products meet
applicable UL Standard 217, there is a risk that they may not.
This testing is of importance since many state fire marshals
recognize UL testing and listing.  The Company's products would not
be available to sale in any state which requires such
certification; although they would be in a number of foreign
countries which do not require such certification.

No Assurance of Successful Manufacturing May Affect Ability of
Company to Survive.

The Company has no experience manufacturing commercial
quantities of products, but management has had experience in this
area.  The Company presently has no plans for developing an in-
house manufacturing capability.  Accordingly, the Company will be
dependent upon securing a contract manufacturer or other third
party to manufacture the circuit boards and plastic housing of the
detectors (the final assembly and testing will be done in-house).
There can be no assurance that the terms of any such arrangement
would be favorable enough to permit the products to compete
effectively in the marketplace.

Dependence on Outsourced Manufacturing May Affect Ability to Bring
Products to Market.

The risks of association with outsourced manufacturers are
related to aspects of these firms' operations, finances and
suppliers.  The Company may suffer losses if the outside
manufacturer fails to perform its obligations to manufacture and
ship the product manufactured.  These manufacturers' financial
affairs may also affect the Company's ability to obtain product
from these firms in a timely fashion should they fail to continue
to obtain sufficient financing during a period of incremental
growth.  The Company intends to maintains a strong relationship
with these manufacturers to ensure that any issues they may face
are dealt with in a timely manner.

No Assurance of Market Acceptance May Affect Ability to Sell Products.

There can be no assurance that any products successfully
developed by the Company or its corporate collaborators, if
approved for marketing, will ever achieve market acceptance.  The
Company's products, if successfully developed, may compete with a
number of traditional products manufactured and marketed by major
e-commerce and technology companies, as well as new products
currently under development by such companies and others.  The
degree of market acceptance of any products developed by the
Company or its corporate collaborators will depend on a number of
factors, including the establishment and demonstration of the
efficacy of the product candidates, their potential advantage over
alternative methods and reimbursement policies of government and
third party payors.  There can be no assurance that the marketplace
in general will accept and utilize any products that may be
developed by the Company or its corporate collaborators.

Substantial Competition May Affect Ability to Sell Products.

The Company may experience substantial competition in its
efforts to locate and attract customers for its products.  Many
competitors in the smoke detector industry have greater experience,
resources, and managerial capabilities than the Company and may be
in a better position than the Company to obtain access to attract
customers.  There are a number of larger companies which will
directly compete with the Company.  Such competition could have a
material adverse effect on the Company's profitability or viability.

Other External Factors May Affect Viability of Company.

The smoke detector industry in general is a speculative venture
necessarily involving some substantial risk. There is no certainty
that the expenditures to be made by the Company will result in
commercially profitable business.  The marketability of its products
will be affected by numerous factors beyond the control of the
Company.  These factors include market fluctuations, and the general
state of the economy (including the rate of inflation, and local
economic conditions), which can affect peoples' spending.  Factors
which leave less money in the hands of potential customers of the
Company will likely have an adverse effect on the Company.  The
exact effect of these factors cannot be accurately predicted, but
the combination of these factors may result in the Company not
receiving an adequate return on invested capital.

Control by Officers and Directors Over Affairs of the Company May
Override Wishes of Other Stockholders.

The Company's officers and directors beneficially own
approximately 70% of the outstanding shares of the Company's common
stock.  As a result, such persons, acting together, have the
ability to exercise significant influence over all matters
requiring stockholder approval.  Accordingly, it could be difficult
for the investors hereunder to effectuate control over the affairs
of the Company.  Therefore, it should be assumed that the officers,
directors, and principal common shareholders who control these
voting rights will be able, by virtue of their stock holdings, to
control the affairs and policies of the Company.

Loss of Any of Current Management Could Have Adverse Impact on
Business and Prospects for Company.

The Company's success is dependent upon the hiring and
retention of key personnel.  None of the officers or directors has
any employment or non-competition agreement with the Company.
Therefore, there can be no assurance that these personnel will
remain employed by the Company.  Should any of these individuals
cease to be affiliated with the Company for any reason before
qualified replacements could be found, there could be material
adverse effects on the Company's business and prospects.

In addition, all decisions with respect to the management of
the Company will be made exclusively by the officers and directors
of the Company.  Investors will only have rights associated with
stockholders to make decisions which effect the Company.  The
success of the Company, to a large extent, will depend on the
quality of the directors and officers of the Company.  Accordingly,
no person should invest in the shares unless he is willing to
entrust all aspects of the management of the Company to the
officers and directors.

Potential Conflicts of Interest May Affect Ability of Officers and
Directors to Make Decisions in the Best Interests of Company.

The officers and directors have other interests to which they
devote time, either individually or through partnerships and
corporations in which they have an interest, hold an office, or
serve on boards of directors, and each will continue to do so
notwithstanding the fact that management time may be necessary to
the business of the Company. As a result, certain conflicts of
interest may exist between the Company and its officers and/or
directors which may not be susceptible to resolution.

In addition, conflicts of interest may arise in the area of
corporate opportunities which cannot be resolved through arm's
length negotiations.  All of the potential conflicts of interest
will be resolved only through exercise by the directors of such
judgment as is consistent with their fiduciary duties to the
Company.  It is the intention of management, so as to minimize any
potential conflicts of interest, to present first to the Board of
Directors to the Company, any proposed investments for its evaluation.

Limitations on Liability, and Indemnification, of Directors and
Officers May Result in Expenditures by Company.

The Company's Articles of Incorporation include provisions to
eliminate, to the fullest extent permitted by the Nevada Revised
Statutes as in effect from time to time, the personal liability of
directors of the Company for monetary damages arising from a breach
of their fiduciary duties as directors.  The By-Laws of the Company
include provisions to the effect that the Company may, to the
maximum extent permitted from time to time under applicable law,
indemnify any director, officer, or employee to the extent that
such indemnification and advancement of expense is permitted under
such law, as it may from time to time be in effect.  Any limitation
on the liability of any director, or indemnification of directors,
officer, or employees, could result in substantial expenditures
being made by the Company in covering any liability of such persons
or in indemnifying them.

Absence of Cash Dividends May Affect Investment Value of Company's
Stock.

The Board of Directors does not anticipate paying cash
dividends on the common stock for the foreseeable future and
intends to retain any future earnings to finance the growth of the
Company's business. Payment of dividends, if any, will depend,
among other factors, on earnings, capital requirements and the
general operating and financial conditions of the Company as well
as legal limitations on the payment of dividends out of paid-in capital.

No Cumulative Voting May Affect Ability of Some Shareholders to
Influence Management of Company.

Holders of the shares of common stock of the Company are not
entitled to accumulate their votes for the election of directors or
otherwise. Accordingly, the holders of a majority of the shares
present at a meeting of shareholders will be able to elect all of
the directors of the Company, and the minority shareholders will
not be able to elect a representative to the Company's board of directors.

No Assurance of Continued Public Trading Market and Risk of Low
Priced Securities May Affect Market Value of Company's Stock.

Since August 25, 1998, there has been only a limited public
market for the common stock of the Company.  The common stock of
the Company is currently quoted on the National Quotation Bureau's
Pink Sheets; the Company intends to reapply for relisting on the
Over the Counter Bulletin Board after clearing comments on this
Form 10-SB registration statement.  As a result, an investor may
find it difficult to dispose of, or to obtain accurate quotations
as to the market value of the Company's securities. In addition,
the common stock is subject to the low-priced security or so called
"penny stock" rules that impose additional sales practice
requirements on broker-dealers who sell such securities.  The
Securities Enforcement and Penny Stock Reform Act of 1990 ("Reform
Act") requires additional disclosure in connection with any trades
involving a stock defined as a penny stock (generally, according to
recent regulations adopted by the U.S. Securities and Exchange
Commission, any equity security that has a market price of less
than $5.00 per share, subject to certain exceptions), including the
delivery, prior to any penny stock transaction, of a disclosure
schedule explaining the penny stock market and the risks associated
therewith.   The regulations governing low-priced or penny stocks
sometimes limit the ability of broker-dealers to sell the Company's
common stock and thus, ultimately, the ability of the investors to
sell their securities in the secondary market.

Failure to Maintain Market Makers May Affect Value of Company's Stock.

If the Company is unable to maintain a National Association of
Securities Dealers, Inc. member broker/dealers as market makers,
the liquidity of the common stock could be impaired, not only in
the number of shares of common stock which could be bought and
sold, but also through possible delays in the timing of
transactions, and lower prices for the common stock than might
otherwise prevail.  Furthermore, the lack of  market makers could
result in persons being unable to buy or sell shares of the common
stock on any secondary market.  There can be no assurance the
Company will be able to maintain such market makers.

The Price per Share for Sales of Unregistered Securities by Company
Less Than Then Current Market Price.

The price per share of all sales of unregistered securities by
the Company, except for 2,000 shares issued in December 1998, have
been much lower than the then current market price.  Thus, the
Company is not receiving cash, assets, or services which are
equivalent to the market price of the stock at the time it is
issued.  However, the Board of Directors has made a determination
that the consideration received by the Company in each instance is
adequate.  The factors that the Board of Directors considers when
determining the price when shares are issued above are: (a) low
liquidity of the common stock on the trading exchange (low volume
and infrequent execution of trades) and (b) the restricted nature
of the shares issued.

Sale of Shares Eligible For Future Sale Could Adversely Affect the
Market Price.

All of the approximate 14,000,000 shares of common stock which
are currently held, directly or indirectly, by management have been
issued in reliance on the private placement exemption under the
Securities Act of 1933.  Such shares will not be available for sale
in the open market without separate registration except in reliance
upon Rule 144 under the Securities Act of 1933.  In general, under
Rule 144 a person, or persons whose shares are aggregated, who has
beneficially owned shares acquired in a non-public transaction for
at least one year, including persons who may be deemed affiliates
of One Touch, as defined, would be entitled to sell within any
three-month period a number of shares that does not exceed the
greater of 1% of the then outstanding shares of common stock, or
the average weekly reported trading volume during the four calendar
weeks preceding such sale, provided that current public information
is then available.  If a substantial number of the shares owned by
these shareholders were sold under Rule 144 or a registered
offering, the market price of the common stock could be adversely
affected.

Status as a Pseudo California Corporation Could Adversely Affect
the Operation of the Company.

Section 2115 of the California General Corporation Law
subjects foreign corporations doing business in California to
various substantive provisions of the California General
Corporation Law in the event that the average of its property,
payroll and sales is more than 50% in California and more than one-
half of its outstanding voting securities are held of record by
persons residing in the State of California.  Section 2115 does not
apply to any corporation which, among other things, has outstanding
securities designated as qualified for trading as a national market
security on NASDAQ if such corporation has at least eight hundred
holders of its equity securities as of the record date of its most
recent annual meeting of shareholders.

Currently, the company does meet the requirement of a pseudo
California corporation.   Some of the substantive provisions of
California which apply to the company include laws relating to
annual election of directors, removal of directors without cause,
removal of directors by court proceedings, indemnification of
officers and directors, directors standard of care and liability of
directors for unlawful distributions.  In addition, Section 708 of
the California General Corporation Law which mandates that
shareholders have the right of cumulative voting at the election of
directors applies to the company.

                              USE OF PROCEEDS

The proceeds from the sale of the shares of the Selling
Shareholders will be paid directly to these individuals for their
own personal use.  The company will not receive any proceeds from
this offering.  If the Selling Shareholders sell all 120,000 shares
offered hereby, this will result in  gross proceeds to the Selling
Shareholders of $30,000 (based on the average of the bid and ask
price of $0.25 of August 2, 2001).

                           SELLING SECURITY HOLDERS

The Selling Shareholders will be offering their shares of
common stock in this offering as follows:

Name of         Amount of       Amount Offered    Amount of    Percentage of
Selling         Securities      for the           Securities   Ownership

Shareholders    Owned Prior     Selling           Owned After  After Current
                to Current      Shareholders      Current      Offering (2)
                Offering        Account (1)       Offering

Marc Tow          120,000           60,000          60,000         0.30%

Lanette B.
Faulkner          120,000           60,000          60,000         0.30%

(1)  As the company, at the time of filing this prospectus, does
not satisfy the requirements for use of Form S-3, then the
following limitation applies with respect to restricted securities
being offered hereby: the amount of securities to be reoffered or
resold by means of the reoffer prospectus, by each person, and any
other person with whom he or she is acting in concert for the
purpose of selling securities of the company, may not exceed,
during any three month period, the amount specified in Rule 144(e).
The latest report by the company, a Form 10-SB/A filed with the
Securities and Exchange Commission on July 11, 2001 indicates that
the total issued and outstanding common stock of the company as of
July 1, 2001 is 20,172,477.  One percent of this amount is 201,725;
therefore, the amounts offered above are in compliance with Rule
144(e) (the company is not permitted to used the volume limitation
under Rule 144(e) since it is not currently traded on the Over the
Counter Bulletin Board).

(2)  Based on the total issued and outstanding shares of common
stock of the company of 20,172,477 as of July 1, 2001.

                           PLAN OF DISTRIBUTION

Shares of common stock of the company being held by the
following selling shareholders of the company will be offered as a
shelf registration under Securities and Exchange Commission Rule
415 at the current market price: Marc Tow and Lanette B. Faulkner
(collectively, "Selling Shareholders").  If all the Shares being
offered to the public under the current offering are sold, this
will represent gross proceeds to the Selling Shareholders of
$180,000 (based on the average of the bid and ask price of $1.50 as
of July 16, 2001).  The company will not realize any proceeds from
this offering.

Manner of Sales; Broker-Dealer Compensation.

The Selling Shareholders, or any successors in interest to the
selling shareholders, may sell their shares of common stock in one
or more of the following methods:

ordinary brokers' transactions;

transactions involving cross or block trades or otherwise on
the Bulletin Board;

purchases by brokers, dealers or underwriters as principal and
resale by these purchasers for their own accounts pursuant to
this prospectus;

"at the market" to or through market makers or into an
existing  market for the company's common stock;

in other ways not involving  market makers or established
trading markets, including direct sales to purchases or sales
effected through agents;

through transactions in options, swaps or other derivatives
(whether exchange-listed or otherwise);

in privately negotiated transactions;

to cover short sales; or

any combination of the foregoing.

The Selling Shareholders also may sell their shares in
reliance upon Rule 144 under the  Securities Act of 1933 at such
times as they are eligible to do so.  The company has been advised
by the  Selling Shareholders that they have not made any
arrangements for the distribution of the shares of common stock.
Brokers, dealers or underwriters who effect sales for the Selling
Shareholders may arrange for other brokers, dealers or underwriters
to participate.  Brokers, dealers or  underwriters engaged by the
Selling Shareholders will receive commissions or discounts from
them in  amounts  to be  negotiated  prior to the  sale.  These
brokers, dealers or underwriters may act as agent or as principals.
From time to time, one or more of the Selling Shareholders may
pledge, hypothecate or  grant a security interest in some or all of
the shares of common stock being offered for sale, and the
pledgees, secured parties or persons to whom these securities have
been pledged shall, upon foreclosure in the event of default, be
considered a selling shareholder hereunder.  In addition, the
Selling Shareholders may, from time to time, sell short their
common stock.  In these instances, this prospectus may be delivered
in connection with these short sales and the shares of the common
stock may be used to cover these short sales.

From time to time one or more of the Selling  Shareholders
may  transfer, pledge, donate or assign shares of their common
stock to lenders or others and each of these persons will be
considered a Selling Shareholder for purposes of this prospectus.
The number of shares of the company's common stock beneficially
owned by those Selling Shareholders who so transfer,  pledge,
donate or assign shares of their common stock  will decrease as and
when they take these actions.  The plan of distribution for the
company's common stock by the Selling Shareholders set forth
herein will otherwise remain unchanged, except that the
transferees,  pledgees, donees or other successors will be
considered Selling shareholders hereunder.  Such selling
shareholders will not be able to use this prospectus unless and
until a post-effective amendment is filed, naming those
individuals, and is declared effective.

Subject to the limitations discussed above, Selling
Shareholders may enter into hedging  transactions with broker-
dealers and the broker-dealers may engage in short sales of the
company's common stock in the course of hedging the positions they
assume with the Selling Shareholders, including in connection with
distributions of the common stock by these broker-dealers.  Selling
Shareholders may also enter into option or other transactions with
broker-dealers that involve the delivery of the company's common
stock to the broker-dealers, who may then  resell or otherwise
transfer these shares.  Selling Shareholders also may loan or
pledge the company's common stock  to a broker-dealer and the
broker-dealer may sell the common stock so loaned or upon a default
may sell or otherwise transfer the pledged common stock.
Filing of a Post-Effective Amendment In Certain Instances.
If any Selling Shareholders notifies the company that he, she,
or it has entered into a material arrangement  (other than a
customary  brokerage account agreement) with a broker or dealer for
the sale of shares of common stock under this prospectus through a
block trade, purchase by a broker or dealer or similar transaction,
the company will file a post- effective amendment to the
registration  statement for this offering.  The post-effective
amendment will disclose:

The name of each broker-dealer involved in the transaction.

The number of shares of common stock involved.

The price at which those shares of common stock were sold.

The commissions paid or discounts or concessions allowed to
the broker-dealer(s).

If applicable, that these broker-dealer(s) did not conduct any
investigation to verify the information contained or
incorporated  by reference in this prospectus, as supplemented.

Any other facts material to the transaction.

Certain Persons May Be Deemed to Be Underwriters.

The Selling Shareholders and any broker-dealers who execute
sales for them may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 because of the number of
shares of common stock to be sold or resold by these persons or
entities or the manner of sale of these shares, or both.  If a
Selling Shareholder or any broker-dealer or other holders were
determined to be underwriters, any discounts, concessions or
commissions received by them or by brokers or dealers acting on
their behalf and any profits received by them on the resale of
their shares of common stock might be deemed to be underwriting
discounts and commissions under the Securities Act.Regulation M.

The company has informed the Selling Shareholders that
Regulation M promulgated under the Securities  Exchange Act of 1934
may be applicable to them with respect to any purchase or sale the
company's common stock.  In general, Rule 102 under Regulation M
prohibits any person connected with a distribution of the company's
common stock from directly or indirectly bidding for, or purchasing
for any account in which it has a beneficial interest, any of the
common stock or any right to purchase this stock, for a period of
one business day before and after completion of its participation
in the distribution.

During any distribution period, Regulation M prohibits the
Selling Shareholders and any  other persons engaged in the
distribution from engaging in any stabilizing bid or purchasing the
company's common stock except for the purpose of preventing or
retarding a decline in the open market price of the common stock.
None of these persons may effect any stabilizing transaction to
facilitate any offering at the market.  As the Selling Shareholders
will be reoffering and reselling the company's common stock at the
market, Regulation M will prohibit them from effecting any
stabilizing transaction in contravention of Regulation M with
respect to this stock.

Opportunity to Make Inquiries.

The company will make available to any investor, prior to any
issue of the resale of the shares, the opportunity to ask questions
and receive answers from the company concerning any aspect of the
investment and to obtain any additional information contained in
this prospectus, to the extent that the company possesses such
information or can acquire it without unreasonable effort or expense.

                INTERESTS OF NAMED EXPERTS AND COUNSEL

Other than as set forth below, no named expert or counsel was
hired on a contingent basis, will receive a direct or indirect
interest in the small business issuer, or was a promoter,
underwriter, voting trustee, director, officer, or employee of the
Registrant.

Brian F. Faulkner, A Professional Law Corporation, counsel for
the Registrant named in this registration statement as giving an
opinion on the validity of the securities, has previously received
120,000 of restricted common stock pursuant in exchange for legal
services previously rendered, and to be rendered in the future, to
the Registrant under an attorney-client contract (these shares are
held in the name of "Lanette B. Faulkner").  These legal services
consist of advice and preparation work in connection with reports
of the Registrant filed under the Securities Exchange Act of 1934,
and other general corporate and securities work for the Registrant.
Marc R. Tow, Esq. has also received 120,000 shares of common stock
under for assistance provided to Mr. Faulkner in his work for the
Registrant under that contract.

                             MATERIAL CHANGES

There have been no material changes in the company's affairs
which have occurred since   the end of the latest fiscal year for
which certified financial statements were included in the latest
annual report to security holders and which have not been described
in a report on a Form 10-QSB or Form 8-K filed under the Securities
Exchange Act of 1934, or the latest Form 10-SB/A filed with the
U.S. Securities and Exchange Commission on July 11, 2001.

            INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

(a)  The documents listed in (1) and (2) below are
specifically incorporated by reference into this Prospectus:

1.  The company's latest annual report on Form 10-KSB filed
pursuant to Section 13(a) of the Exchange Act which contains
financial statements for the company's latest fiscal year  for
which a Form 10-KSB was required to have been filed; and

2.  All other reports filed pursuant to Section 13(a) of the
Exchange Act since the end of the fiscal year covered by the
annual report referred to in (1) above; and

3.  Since the common stock of the company is registered under
Section 12 of the Exchange Act, the description of such class
of securities which is contained in the latest Form SB-2 POS
of the company filed under the Securities Act of 1933,
including any amendment or reports filed for the purpose of
updating such description.

(b)  All documents subsequently filed by the company pursuant
to Sections 13(a), 13(c), or 14 of the Exchange Act, prior to the
termination of the offering are also incorporated by reference into
this Prospectus.

(c)  Information:

1.  The company will provide to each person, including any
beneficial owner, to whom a Prospectus is delivered, a copy of
any or all of the information that has been incorporated by
reference in the prospectus but not delivered with the prospectus;

2.  The company will provide this information upon written or
oral request;

3.  The company will provide this information at no cost to
the requester; and

4.  The name, address, and telephone number to which the
request for this information must be made: James J. Weber,
President, Everlert, Inc., 1201 East Warner Avenue, Santa Ana,
California 92705; (714) 966-0710.

5.  The company files annual, quarterly and special reports,
proxy statements and other information with the U.S. Securities and
Exchange Commission, Washington, D.C. 20549.  The company has also
filed with the Commission this registration statement on Form S-8
under the Securities Act  of 1933 with respect to the shares of
common stock offered by this prospectus.  This prospectus does not
contain all of the information set forth in the  registration
statement and the exhibits and schedules filed with the
registration statement. Certain items are omitted in accordance
with the rules and regulations of the Commission.  For further
information with respect to the company and the common stock
offered by this prospectus, reference is made to the registration
statement and the exhibits and schedules filed with the
registration statement. Statements contained in this prospectus as
to the contents of any contract or any other document referred to
are not necessarily complete, and in each instance, reference is
made to the copy of such contract or other document filed as an
exhibit to the registration statement, each such statement being
qualified in all respects by such reference.

A copy of the company's filings, including this
registration statement, and the exhibits and schedules filed with
it, may be inspected without charge at the public reference
facilities maintained by the Commission in Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies of all or any part
of the registration statement may be obtained from such office upon
the payment of the fees prescribed by the Commission.  The public
may obtain information on the operation of the public reference
room by calling the Commission at 1 (800) SEC-0330.  The Commission
maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants
that file electronically with the Commission, including the
company.  The address of the site is http://www.sec.gov. The
registration statement, including all its exhibits and any
amendments, has been filed electronically with the Commission.

       DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
                        SECURITIES ACT LIABILITIES

Limitation of Liability.

The articles of incorporation of the company (see Exhibit 3.1
to this Form 10-SB) provide the following with respect to liability:

"A director or officer of the corporation shall not  be
personally liable to this corporation or its stockholders for
damages for breach  of fiduciary duty as a  director or officer,
but  this Article shall not  eliminate or limit the  liability of a
director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of the law or
(ii) the  unlawful payment of dividends.  Any repeal or
modification of  this Article by stockholders  of the corporation
shall be prospective only, and shall not adversely affect  any
limitation on the personal liability of a director or officer of
the corporation for acts or omissions prior to such repeal or
modification."

Indemnification.

(a)  Articles of Incorporation.

The articles of incorporation of the company provide the
following with respect to indemnification:

"Every person who was or  is a party to, or is threatened to
be made a party to, or is involved in  any such action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by the  reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a
director of the corporation, or who is serving at the request of
the corporation as a director or officer of another corporation, or
is a representative in a partnership, joint venture, trust or other
enterprise, shall  be indemnified and held harmless to the fullest
extent  legally permissible under the laws of the State  of Nevada
from time  to time against all expenses,  liability and loss
(including attorneys' fees, judgments, fines,  and amounts paid or
to be paid in a settlement) reasonably incurred or suffered by him
or her in connection therewith.  Such right of indemnification
shall be a contract right which  may be enforced in  any manner
desired  by such person.  The expenses of officers and directors
incurred  in defending  a civil  suit or proceeding must be paid by
the corporation as incurred and in advance of the final disposition
of the action, suit, or proceeding, under receipt of an undertaking
by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the
corporation.  Such right of indemnification shall not be exclusive
of any other right of such directors, officers or representatives
may have or hereafter acquire, and, without limiting the generality
of such statement, they shall be entitled to their respective
rights  of indemnification under any  bylaw, agreement, vote of
stockholders, provision  of law, or otherwise, as well as their
rights under this article.

Without limiting  the application  of the foregoing,  the Board  of
Directors may  adopt By-Laws from  time to  time without respect to
 indemnification, to  provide at all  times the  fullest
indemnification permitted  by the laws of the  State of Nevada, and
may cause the corporation to purchase or maintain insurance  on
behalf of any person who is or was a director or officer."

(b)  Bylaws.

The Bylaws of the company (see Exhibit 3.3 of this Form 10-SB)
provide the following with respect to indemnification:

"The Corporation shall indemnify its directors, officers and
employees as follows:

Every director, officer, or employee of the Corporation shall
be indemnified by the Corporation against  all expenses and
liabilities, including  counsel fees, reasonably incurred  by or
imposed upon  him/her in connection with  any proceeding to which
he/she may  be made a party,  or in which he/she  may become
involved, by reason  of being or having  been a director, officer,
employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or
agent of the Corporation, partnership, joint venture, trust or
enterprise, or any settlement thereof, whether or not he/she is a
director, officer, employee or agent at  the time such expenses are
incurred, except  in such cases wherein the director,  officer,
employee or  agent is adjudged guilty  of willful misfeasance  or
malfeasance in the performance of his/her duties; provided  that in
the event of a settlement the indemnification  herein shall apply
only when  the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.

The Corporation shall provide to any person who is or was a
director, officer, employee or agent of the Corporation or is or
was serving at the request of the  Corporation as a director,
officer,  employee or agent of the Corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of a
suit, litigation or other proceedings which is specifically
permissible under applicable law.

The Board of Directors may, in its discretion,  direct the
purchase of liability insurance by way of  implementing the
provisions of this Article."

(c)  Nevada and California Laws.

Nevada and California laws also provide similar provisions for
indemnification of officers, directors, and employees of a company,
except that California law has more specific provisions with regard
to exclusions for indemnification.  Specifically, under California
law, no indemnification is to be made for any of the following:

In a matter in which the person is adjudged to be liable to
the corporation in the performance of that person's duty to
the corporation and its shareholders, unless and only to the
extent that the court in which the proceeding is or was
pending determines that the person is fairly and reasonably
entitled to indemnity for expenses and then only to the extent
that the court shall determine.

Amounts paid in settling or otherwise disposing of a pending
action without court approval.

Expenses incurred in defending a pending action which is
settled or otherwise disposed of without court approval.
In addition, no indemnification or advance is to be made in any
circumstance where it appears:

That it would be inconsistent with a provision of the
articles, bylaws, a resolution of the shareholders, or an
agreement in effect at the time of the accrual of the alleged
cause of action asserted in the proceeding in which the
expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification.

That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.

Undertaking.

The company undertakes the following:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.

                                  PART II
                INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

All of the shares of common stock being offering pursuant to
this registration statement have been issued pursuant to a claim of
exemption from registration under Rule 506 of Regulation D under
Section 4(2) of the Securities Act of 1933, and similar provisions
under state securities laws and regulations, in that: the sales
were made to sophisticated investors as defined in Rule 502;

the information specified in paragraph (b)2(ii)(B) and
paragraph (b)(2)(ii)(C) of this section was provided to each investor;

the company gave each purchaser the opportunity to ask
questions and receive answers concerning the terms and conditions
of the offering and to obtain any additional information which the
company possessed or could acquire without unreasonable effort or
expense that is necessary to verify the accuracy of information furnished;

at a reasonable time prior to the sale of securities, the
company advised the purchasers of the limitations on resale in the
manner contained in paragraph Rule 502(d)2 of this section;

neither the company nor any person acting on its behalf sold
the securities by any form of general solicitation or general
advertising; and

the company exercised reasonable care to assure that the
purchasers of the securities are not underwriters within the
meaning of section 2(11) of the Securities Act of 1933 in
compliance with Rule 502(d).

ITEM 8.  EXHIBITS.

The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached.

ITEM 9.  UNDERTAKINGS.

The undersigned company hereby undertakes:

(a)  (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the company's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(e) To deliver or cause to be delivered with the prospectus,
to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set
forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information
(h) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the company pursuant to the
foregoing provisions, or otherwise, the company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by
the company of expenses incurred or paid by a director, officer or
controlling person of the company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.

                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City of
Santa Ana, State of California, on August 3, 2001.

                                            Everlert, Inc.

                                            By:  /s/  James J. Weber
                                            James J. Weber, President

                          Special Power of Attorney

The undersigned constitute and appoint James J. Weber their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any and
all capacities, to sign any and all amendments, including post-
effective amendments, to this Form  S-8 Registration Statement, and
to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated:

Signature                    Title                            Date

/s/  James J. Weber          President/Treasurer              August 3, 2001
James J. Weber              (principal financial and
                             accounting officer)/Director

/s/  Jerry G. Hilbert        Vice President/Director          August 3, 2001
Jerry G. Hilbert

                                   EXHIBIT INDEX

Exhibit                          Description
No.
4.1      Non-Employee Directors and Consultants Retainer Stock
         Plan, dated July 10, 2001 (see below).

4.2      Consulting Services Agreement between the company and
         Tracy Marsh, dated July 17, 2001 (see below).

4.3      Consulting Services Agreement between the company and
         James J. Weber, dated July 17, 2001 (see below).

4.4      Consulting Services Agreement between the company and
         Jerry G. Hilbert, dated July 17, 2001 (see below).

5        Opinion Re: Legality (see below).

23.1     Consent of Accountants (see below).

23.3     Consent of Counsel (see below).

24       Special Power of Attorney (see signature page).

                            EX-4.1
    NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN

                           EVERLERT, INC.
               NON-EMPLOYEE DIRECTORS AND CONSULTANTS
                         RETAINER STOCK PLAN

1.  Introduction.

This plan shall be known as the "Everlert Non-Employee Directors
and Consultants Retainer Stock Plan" and is hereinafter referred to
as the "Plan".  The purposes of the Plan are to enable Everlert,
Inc., a Nevada corporation ("Company"), to promote  the interests
of the Company and its shareholders by attracting and retaining
non-employee Directors and Consultants capable of furthering the
future success of the Company and by aligning their economic
interests more closely with those of the Company's shareholders, by
paying their retainer or fees in the form of shares of the
Company's common stock, par value one tenth of one cent ($0.001)
per share ("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision of
the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more
fully defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by
the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of
Directors of the Company.

"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the date
of distribution of any property, that is distributed with respect
to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a
Participant pursuant to Section 5 (without regard to the effect of
any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of July 10, 2001 ("Effective Date"),
provided that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries.  Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a
written agreement duly executed and delivered by or on behalf of
the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the deemed
issuance price of one tenth of one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered:  (a) on the
date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon
which the Participant ceases to be a Director or Consultant for any
reason ("Departure Date") or (c) in five equal annual installments
commencing on the Departure Date ("Third Anniversary" and
"Departure Date" each being referred to herein as a "Delivery
Date").  Such Deferral Election shall remain in effect for each
Subsequent Year unless changed, provided that, any Deferral
Election with respect to a particular Year may not be changed less
than six (6) months prior to the beginning of such  Year and
provided, further, that no more than one Deferral Election or
change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall be
made by delivering written notice thereof to the Committee no later
than six (6) months prior to the beginning of the Year in which it
is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which the
Deferral Election relates.  So long as any amounts in such Deferred
Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the
payment date for any dividend paid or other distribution made with
respect to the Common Stock, with a number of shares of Common
Stock equal to (a) the number of shares of Common Stock shown in
such Deferred Stock Account on the record date for such dividend or
distribution multiplied by (b) the Dividend Equivalent for such
dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as practicable
after the applicable Delivery Date.  Except with respect to a
Deferral Election pursuant to Section 6(c), or other agreement
between the parties, such shares shall be delivered at one time;
provided that, if the number of shares so delivered includes a
fractional share, such number shall be rounded to the nearest whole
number of shares. If the Participant has in effect a Deferral
Election pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together with
dividends attributable to such shares credited to such Deferred
Stock Account), with the first such installment being delivered on
the first anniversary of the Delivery Date; provided that, if in
order to equalize such installments, fractional shares would have
to be delivered, such installments shall be adjusted by rounding to
the nearest whole share.  If any such shares are to be delivered
after the Participant has died or become legally incompetent, they
shall be delivered to the Participant's estate or legal guardian,
as the case may be, in accordance with the foregoing; provided
that, if the Participant dies with a Deferral Election pursuant to
Section 6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.

(b)  The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either case,
"Trust") to assist it in accumulating the shares of Common Stock
needed to fulfill its obligations under this  Section 8.   However,
Participants shall have no beneficial or other interest in the
Trust and the assets thereof, and their rights under the Plan shall
be as general creditors of the Company, unaffected by the existence
or nonexistence of the Trust, except that deliveries of Stock
Retainers to Participants from the Trust shall, to the extent
thereof, be treated as satisfying the Company's obligations under
this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to
Section 8 above shall be issued in the name of the Participant, and
from and after the date of such issuance the Participant shall be
entitled to all rights of a shareholder with respect to Common
Stock for all such shares issued in his or her name, including the
right to vote the shares, and the Participant shall receive all
dividends and other distributions paid or made with respect thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements
made pursuant thereto, the Company shall not be required to issue
or deliver any certificate or certificates for shares of Common
Stock under the Plan prior to fulfillment of all of the following
conditions:

(i)   Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;

(ii)   Any registration or other qualification of such shares under
any state or federal law or regulation, or the maintaining in
effect of any such registration or other qualification which the
Committee shall, upon the advice of counsel, deem necessary or
advisable; and

(iii)   Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary or
advisable.

(b)  Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common
Stock which may in the aggregate be paid as Stock Retainers
pursuant to the Plan is One Million (1,000,000).  Shares of Common
Stock issueable under the Plan may be taken from treasury shares of
the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts
the Plan, any change in corporate capitalization, such as a stock
split, combination of shares, exchange of shares, warrants or
rights offering to purchase Common Stock at a price below its fair
market value, reclassification, or recapitalization, or a corporate
transaction, such as any merger, consolidation, separation,
including a spin-off, or other extraordinary distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section
368 of the Code) or any partial or complete liquidation of the
Company (each of the foregoing a "Transaction"), in each case other
than any such Transaction which constitutes a Change of Control (as
defined below), (i) the Deferred Stock Accounts shall be credited
with the amount and kind of shares or other property which would
have been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant provisions
of the Plan and any such modification by the Committee shall be
binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another form
of property, references in the Plan to the Common Stock shall be
deemed, where appropriate, to refer to such other form of property,
with such other modifications as may be required for the Plan to
operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates
for shares of Common Stock shall be deemed to refer to delivery of
cash and the incidents of ownership of any other property held in
the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on the
date of the Change of Control:  (i) the shares of Common Stock held
in each Participant's Deferred Stock Account  shall be deemed to be
issued and outstanding as of the Change of Control; (ii) the
Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of Common Stock or any
other property held in such Participant's Deferred Stock Account;
and (iii) the Plan shall be terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of
the following events:

(i)   The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (a)
the then outstanding shares of common stock of the Company
("Outstanding Company Common Stock") or (b) the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of
Control:  (a) any acquisition directly from the Company (excluding
an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly
from the Company), (b) any acquisition by the Company, (c) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company or (d) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of paragraph (iii)
of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board
of the Company (as of the date hereof, "Incumbent Board") cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or consolidation in
substantially the same proportions as their ownership, immediately
prior to such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no
Person (excluding the Company, any employee benefit plan (or
related trust) of the Company or such corporation resulting from
such reorganization, merger, binding share exchange or
consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger, binding share exchange or
consolidation, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to vote
generally in the election of directors and (c) at least a majority
of the members of the board of directors of the corporation
resulting from such reorganization, merger, binding share exchange
or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such
reorganization, merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the sale
or other disposition of all or substantially all of the assets of
the Company, other than to a corporation, with respect to which
following such sale or other disposition, (x) more than sixty
percent (60%) of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (y) no
Person (excluding the Company and any employee benefit plan (or
related trust) of the Company or such corporation and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, twenty percent (20%) or more
of the Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of, respectively, the
then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors and (z) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent
Board at the time of the execution of the initial agreement or
action of the Board providing for such sale or other disposition of
assets of the Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of
three members who shall be the current directors of the Company or
senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may
deem necessary or desirable. (b)  The Board may from time to time
make such amendments to the Plan, including to preserve or come
within any exemption from liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company
without further approval of the Company's stockholders, provided
that, to the extent required under Nevada law or to qualify
transactions under the Plan for exemption under Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan shall
be adopted without further approval of the Company's stockholders
and, provided, further, that if and to the extent required for the
Plan to comply with Rule 16b-3 promulgated under the Exchange Act,
no amendment to the Plan shall be made more than once in any six
(6) month period that would change the amount, price or timing of
the grants of Common Stock hereunder other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder.  (c)  The Board may terminate the Plan at
any time by a vote of a majority of the members thereof.

14.  Micellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection by
the Company's shareholders or to limit the rights of the
shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to the
Plan, that a Participant make arrangements satisfactory to the
Committee for the withholding of any taxes required by law to be
withheld with respect to the issuance or delivery of such shares,
including without limitation by the withholding of shares that
would otherwise be so issued or delivered, by withholding from any
other payment due to the Participant, or by a cash payment to the
Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.
IN WITNESS WHEREOF, this Plan has been executed as of the 27th day
of April, 2001.

                                              Everlert, Inc.

                                              By:   /s/ James J. Weber
                                              James J. Weber, President

                                    EX-4.2
                       CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated July
17, 2001, is made by and between Tracy Marsh, an individual
("Consultant"), whose address is , and Everlert, Inc., a Nevada
corporation ("Client"), having its principal place of business at
1201 East Warner Avenue, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background and knowledge in
the area of general business consulting and management;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "EVRL," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client general business
consulting and management work in developing the business plan of
Client.  As such Consultant will provide bona fide services to
Client.  The services to be provided by Consultant will not be in
connection with the offer or sale of securities in a capital-
raising transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, Two Hundred Thousand (200,000)
shares of S-8 free trading common stock in Client. Shares are due
and payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

James J. Weber, President
Everlert, Inc.
1201 East Warner Avenue
Santa Ana, California 92705

To Consultant:

Tracy Marsh

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of Nevada without reference
to its conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of the
State of California in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                            Everlert, Inc.

                                            By : /s/  James J. Weber
                                            James J. Weber, President

                                            Tracy Marsh

                                            /s/  Tracy Marsh

                                     EX-4.3
                        CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated July
17, 2001, is made by and between James J Weber, an individual
("Consultant"), whose address is, and Everlert, Inc., a Nevada
corporation ("Client"), having its principal place of business at
1201 East Warner Avenue, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background and knowledge in
the area of general business consulting and management;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "EVRL," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client general business
consulting and management work in developing the business plan of
Client.  As such Consultant will provide bona fide services to
Client.  The services to be provided by Consultant will not be in
connection with the offer or sale of securities in a capital-
raising transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, Two Hundred Thousand (200,000)
shares of S-8 free trading common stock in Client. Shares are due
and payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this
Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

Jerry G. Hilbert, Vice President
Everlert, Inc.
1201 East Warner Avenue
Santa Ana, California 92705

To Consultant:

James J. Weber

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of Nevada without reference
to its conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of the
State of California in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                         Everlert, Inc.

                                         By : /s/  Jerry G. Hilbert
                                         Jerry G. Hilbert, President

                                         James J. Weber

                                         /s/  James J. Weber

                                  EX-4.4
                    CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement ("Agreement"), dated July
17, 2001, is made by and between Jerry G. Hilbert, an individual
("Consultant"), whose address is, and Everlert, Inc., a Nevada
corporation ("Client"), having its principal place of business at
1201 East Warner Avenue, Santa Ana, California 92705.

WHEREAS, Consultant has extensive background and knowledge in
the area of general business consulting and management;

WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein;

WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "EVRL," and desires to further develop its
business and increase it's common stock share's value; and

WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to the
conditions set forth herein.

NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:

1.  Services of Consultant.

Consultant agrees to perform for Client general business
consulting and management work in developing the business plan of
Client.  As such Consultant will provide bona fide services to
Client.  The services to be provided by Consultant will not be in
connection with the offer or sale of securities in a capital-
raising transaction, and will not directly or indirectly promote or
maintain a market for Client's securities.

2.  Consideration.

Client agrees to pay Consultant, as his fee and as
consideration for services provided, Two Hundred Thousand (200,000)
shares of S-8 free trading common stock in Client. Shares are due
and payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities administrator.

3.  Confidentiality.

Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may be
disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of
the public domain through a source other than the receiving party,
(b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party ,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.

4.  Late Payment.

Client shall pay to Consultant all fees within fifteen (15)
days of the due date. Failure of Client to finally pay any fees
within fifteen (15) days after the applicable due date shall be
deemed a material breach of this Agreement, justifying suspension
of the performance of the "Services" provided by Consultant, will
be sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client from
payment of fees, and, in the event of collection enforcement,
Client shall be liable for any costs associated with such
collection, including, but not limited to, legal costs, attorneys'
fees, courts costs, and collection agency fees.

5.  Indemnification.

(a)  Client.

Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees to
the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation, rights
of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.

(b)  Consultant.

Consultant agrees to indemnify, defend, and shall hold
harmless Client, its directors, employees and agents, and defend
any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys'
fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Consultant.

(c)  Notice.

In claiming any indemnification hereunder, the indemnified
party shall promptly provide the indemnifying party with written
notice of any claim, which the indemnified party believes falls
within the scope of the foregoing paragraphs. The indemnified party
may, at its expense, assist in the defense if it so chooses,
provided that the indemnifying party shall control such defense,
and all negotiations relative to the settlement of any such claim.
Any settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which shall
not be unreasonably withheld.

6.  Limitation of Liability.

Consultant shall have no liability with respect to
Consultant's obligations under this Agreement or otherwise for
consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such
damages. In any event, the liability of Consultant to Client for
any reason and upon any cause of action, regardless of the form in
which  the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.

7.  Termination and Renewal.

(a)  Term.

This Agreement shall become effective on the date appearing
next to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its Term.

(b)  Termination.

Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other
party materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as
may be allowed by law including all attorneys' fees and costs of
enforcing this Agreement.

(c)  Termination and Payment.

Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon such
termination, Consultant shall provide and deliver to Client any and
all outstanding services due through the effective date of this
Agreement.

8.  Miscellaneous.

(a)  Independent Contractor.

This Agreement establishes an "independent contractor"
relationship between Consultant and Client.

(b)  Rights Cumulative; Waivers.

The rights of each of the parties under this Agreement are
cumulative.  The rights of each of the parties hereunder shall not
be capable of being waived or varied other than by an express
waiver or variation in writing.  Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right.  Any defective
or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right.  No act
or course of conduct or negotiation on the part of any party shall
in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.

(c)  Benefit; Successors Bound.

This Agreement and the terms, covenants, conditions,
provisions, obligations, undertakings, rights, and benefits hereof,
shall be binding upon, and shall inure to the benefit of, the
undersigned parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.

(d)  Entire Agreement.

This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof.  There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written, express
or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this
Agreement.  Any such negotiations, promises, or understandings
shall not be used to interpret or constitute this Agreement.

(e)  Assignment.

Neither this Agreement nor any other benefit to accrue
hereunder shall be assigned or transferred by either party, either
in whole or in part, without the written consent of the other
party, and any purported assignment in violation hereof shall be void.

(f)  Amendment.

This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.

(g)  Severability.

Each part of this Agreement is intended to be severable.  In
the event that any provision of this Agreement is found by any
court or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.

(h)  Section Headings.

The Section headings in this Agreement are for reference
purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

(i)  Construction.

Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall be
deemed to include each of the singular, and pronouns of one or no
gender shall be deemed to include the equivalent pronoun of the
other or no gender.

(j)  Further Assurances.

In addition to the instruments and documents to be made,
executed and delivered pursuant to this Agreement, the parties
hereto agree to make, execute and deliver or cause to be made,
executed and delivered, to the requesting party such other
instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and
the transactions contemplated hereby.

(k)  Notices.

Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight carrier),
addressed as follows (subject to the right to designate a different
address by notice similarly given):

To Client:

James J. Weber, President
Everlert, Inc.
1201 East Warner Avenue
Santa Ana, California 92705

To Consultant:

Jerry G. Hilbert

(l)  Governing Law.

This Agreement shall be governed by the interpreted in
accordance with the laws of the State of Nevada without reference
to its conflicts of laws rules or principles.  Each of the parties
consents to the exclusive jurisdiction of the federal courts of the
State of California in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non
coveniens, to the bringing of any such proceeding in such jurisdictions.

(m)  Consents.

The person signing this Agreement on behalf of each party
hereby represents and warrants that he has the necessary power,
consent and authority to execute and deliver this Agreement on
behalf of such party.

(n)  Survival of Provisions.

The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.

(o)  Execution in Counterparts.

This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together
shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed and have agreed to and accepted the terms herein on the
date written above.

                                        Everlert, Inc.

                                        By : /s/  James J. Weber
                                        James J. Weber, President

                                        Jerry G. Hilbert

                                        /s/  Jerry G. Hilbert

                                   EX-5
                          OPINION RE: LEGALITY

                            Brian F. Faulkner
                     A Professional Law Corporation
                      3900 Birch Street, Suite 113
                     Newport Beach, California 92660
                            (949) 975-0544

July 31, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Everlert, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Everlert, Inc., a Nevada
corporation ("Company"), in connection with its Registration
Statement on Form S-8 relating to the registration of 720,000
shares of its common stock ("Shares"), $0.001 par value per
Share, 600,000 of which are issuable pursuant to the Company's
Non-Employee Directors and Consultants Retainer Stock Plan and
the remainder of which are owned by selling shareholder
consultants.

In my representation I have examined such documents,
corporate records, and other instruments as I have deemed
necessary or appropriate for purposes of this opinion, including,
but not limited to, the Articles of Incorporation, and all
amendments thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to
the qualifications and assumptions set forth below, it is my
opinion that the Company is duly organized and validly existing
as a corporation under the laws of the State of Nevada, and that
the Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at
the time of each issuance and sale of the Shares, the Company
will be a corporation validly existing and in good standing under
the laws of the State of Nevada.

(b)  In my examination of all documents, certificates
and records, I have assumed without investigation the
authenticity and completeness of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as copies and the authenticity and completeness
of the originals of all documents submitted to me as copies.  I
have also assumed the genuineness of all signatures, the legal
capacity of natural persons, the authority of all persons
executing documents on behalf of the parties thereto other than
the Company, and the due authorization, execution and delivery of
all documents by the parties thereto other than the Company.  As
to matters of fact material to this opinion, I have relied upon
statements and representations of representatives of the Company
and of public officials and have assumed the same to have been
properly given and to be accurate.

(c)  My opinion is based solely on and limited to the
federal laws of the United States of America and the Nevada
Revised Statutes.  I express no opinion as to the laws of any
other jurisdiction.

Sincerely,

/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.

                                   EX-23.1
                          CONSENT OF ACCOUNTANTS

L.L. BRADFORD & COMPANY, LLC
Certified Public Accountants & Consultants
3441 Eastern Avenue
Las Vegas, Nevada 89102
(702) 735-5030

August 3, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Everlert, Inc. - Form S-8

Dear Sir/Madame:

As independent certified public accountants, we hereby consent
to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated March 26, 2001 in Everlert, Inc.'s
Form 10-KSB for the year ended December 31, 2000, and to all
references to our firm included in this Registration Statement.

Sincerely,

/s/  L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC

                                EX-23.2
                         CONSENT OF COUNSEL

                          Brian F. Faulkner
                   A Professional Law Corporation
                   3900 Birch Street, Suite 113
                  Newport Beach, California 92660
                          (949) 975-0544

July 31, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Everlert, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to eConnect, a Nevada corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of 720,000 shares of its
common stock ("Shares"), $0.001 par value per Share, 600,000 of
which are issuable pursuant to the Company's Non-Employee
Directors and Consultants Retainer Stock Plan and the remainder
of which are owned by selling shareholder consultants.  I hereby
consent to all references to my firm included in this
Registration Statement, including the opinion of legality.

Sincerely,

/s/  Brian F. Faulkner
Brian F. Faulkner, Esq.