As filed with the Securities and Exchange Commission on July 3, 2002 Reg. No. 33




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    -----------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------

                             HOUSEHOLD DIRECT, INC.


       Delaware                                                    51-0388634
(State or other jurisdiction of                                (I.R.S. Employer
Incorporation or organization)                               identification No.)

                                  #3 Glen Road
                              Sandy Hook, CT 06482
                ------------------------------------------------

                            CONSULTING AGREEMENTS AND
                             STOCK COMPENSATION PLAN
                  --------------------------------------------

                                 John D. Folger
                             Chief Executive Officer
                                  #3 Glen Road
                              Sandy Hook, CT 06482
                                 (203) 426-2312

                                    Copy to:
                              Rebecca Wilson, Esq.
                        2781 W. MacArthur Blvd, Suite 168
                               Santa Ana, CA 92704
                       (714) 850-3356 (714) 850-3368 (fax)

                         CALCULATION OF REGISTRATION FEE
-------------------- ------------- ---------- ---------- ------------------
                                   Proposed   Proposed
                                   maximum    maximum
Title of             Amount to     offering   Aggregate  Amount of
securities           to be         price      offering   registration
to be registered     registered    per share             fee
-------------------- ------------- ---------- ---------- -------------------
-------------------- ------------- ---------- ---------- -------------------
Common Stock
(par value 0.001)     25,000,000   $0.0013    $32,500    $81.25

--------------------  -------------  ---------- -------- -------------------
Estimated  solely for the purpose of determining the amount of registration  fee
and  pursuant to Rules 457(c) and 457 (h) of the General  Rules and  Regulations
under the  Securities  Act of 1993,  based upon the exercise price of 25,000,000
Common Stock at $0.0013 per share.




                                     PART I

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS


Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

                  *Information required by Part 1 to be contained in the Section

10(a) prospectus is omitted from the  registration  statement in accordance with
Rule 428 under the Securities Act of 1933.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The following documents filed by HouseHold Direct, Inc., (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:

(a)  the  Company's  annual  report on Form  10-KSB  for the  fiscal  year ended
     December 31, 2001 (Commission File No. 0-107441):

(b)  all other reports filed by the Company pursuant to Section 13(a) or Section
     15 (d) of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
     Act"), since December 31, 2001 through the date hereof; and

(c)  any document filed by the Company with the Commission  pursuant to Sections
     13(a),  13( c),  14 or 15(d) of the  Exchange  Act  subsequent  to the date
     hereof,  but prior to the  filing  of a  post-effective  amendment  to this
     Registration  Statement  which  indicates  that all shares of Common  Stock
     registered  hereunder have been sold or that deregisters all such shares of
     Common  Stock then  remaining  unsold,  such  documents  being deemed to be
     incorporated  by  reference  herein and to be part  hereof from the date of
     filing of such documents.

Item 4. Description of Securities

         Not applicable.

Item 5. Interests of Named Experts and Counsel

         Not applicable.

Item 6. Indemnification of Directors and Officer

The  Certificate of  Incorporation  of the Company  provides that all directors,
officers,  employees  and  agents  of  the  Company  shall  be  entitled  to  be
indemnified  by  the  Company  to the  fullest  extent  permitted  by  law.  The
Certificate of Incorporation also provides as follows:

The corporation  shall, to the fullest extent  permitted by the Act, as the same
may be amended and supplemented,  indemnify all directors,  officers, employees,
and agents of the corporation  whom it shall have power to indemnify  thereunder
from and  against any and all of the  expenses,  liabilities,  or other  matters
referred to therein or covered thereby.

Such right to  indemnification or advancement of expenses shall continue as to a
person  who has  ceased to be a  director,  officer,  employee,  or agent of the
corporation,  and shall  inure to the  benefit  of the  heirs,  executives,  and
administrators of such persons.  The indemnification and advancement of expenses
provided for herein  shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement  may be entitled under any bylaw,
agreement,  vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

Commission Policy

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Act") may be permitted to directors,  officers or persons controlling
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.

Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibits to this registration statement are listed in the index to

Exhibits on page 8.

Item 9. Undertakings

(a)      The undersigned registrant hereby undertakes:

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

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               securities Act 1933:

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in this Registration Statement:

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  Registration
               Statement  or any  material  change to such  information  in this
               Registration Statement;  provided, however, that paragraph (1)(i)
               and  (I)(ii)  do not  apply  if the  information  required  to be
               included in a  post-effective  amendment  by those  paragraph  is
               contained in periodic  reports  filed by the Company  pursuant to
               Section  13 or  Section  15 (d)  of the  Exchange  Act  that  are
               incorporated by reference in this Registration Statement.

     (2)  That for the purpose of determining any liability under the Securities
          Act of 1933, each such post-effective amendments 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.

               To remove from registration by mean of a post-effective amendment
               any of the  securities  being  registered  hereunder  that remain
               unsold at the termination of the offering.

               The  undersigned  Company hereby  undertakes 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  and  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.

     (3)  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  above-described
          provisions  or  otherwise,  the Company has been  advised  that in the
          opinion of the  Commission  such  indemnification  is  against  public
          policy as expressed in the Securities  act of 1933 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 Securities Act of 1933 and will be governed
          by the final adjudication of such issue.


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  a form  S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Sandy Hook, State of Connecticut on July 3, 2002.

                                            HouseHold Direct, Inc.

                                            By /s/ John D. Folger
                                            -----------------------------------
                                            John D. Folger, CEO


Each person whose signature  appears below hereby  constitutes and appoints John
D. Folger as his true and lawful  attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead in any and all  capacities to sign any and all  amendments  (including
post-effective  amendments)  to this  Registration  Statement on Form S-8 and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the Securities and Exchange Commission under the Securities Act
of 1933.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement was signed by the following  persons in their capacities
and on the dates indicated.

Signature                         Title                            Date
----------                       ------                             ----
/s/ John D. Folger          CEO & Director                      July 3, 2002
John D. Folger

/s/ Ann Jameson             Vice President, Secretary,          July 3, 2002
Ann Jameson                 Treasurer & Director



                                INDEX TO EXHIBITS



        Exhibit
        NO.                                Description



4.1      Consulting Agreements

5.1      Opinion of Counsel, regarding the legality of the securities registered
         hereunder.

10.2     2002 Stock Compensation Plan

23.1     Consent of Independent Public Accountants

23.2     Consent of Counsel (included as part of Exhibit 5.1)


                                  Exhibit 4.1


                              Consulting Agreements


                            Number of Shares/Options

         4.1 (a)                                 6,400,000

         4.2 (b)                                 5,000,000


                              CONSULTING AGREEMENT


This Consulting Agreement (the "Consulting  Agreement") made as of July 3, 2002,
by and  between  Stephen J.  Fryer,  2201 Alta Vista,  Newport  Beach,  C 92660,
("Consultant")  and HouseHold  Direct,  Inc. with offices at #3 Glen Road, Sandy
Hook, CT 06482 (the "Company").

                                   WITNESSETH

     WHEREAS,  the Company  requires  and will  continue  to require  consulting
services relating to management,  strategic planning and marketing in connection
with its business; and

     WHEREAS,  Consultant  can provide the Company with  strategic  planning and
marketing  consulting  services and is desirous of performing  such services for
the Company; and

     WHEREAS,   the  Company  wishes  to  induce  Consultant  to  provide  these
consulting services to the Company,

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

         1.       APPOINTMENT.
                  -----------

The Company hereby engages  Consultant and Consultant  agrees to render services
to the Company as a consultant  upon the terms and  conditions  hereinafter  set
forth.

         2.       TERM.
                  ----

The term of this  Consulting  Agreement  began as of the date of this Agreement,
and shall  terminate on July 3, 2003,  unless  earlier  terminated in accordance
with paragraph 7 herein or extended as agreed to between the parties.

         3.       SERVICES.
                  --------

During the term of this Agreement, Consultant shall provide advice to, undertake
for and consult with the Company concerning management,  marketing,  consulting,
strategic planning,  corporate organization and structure,  financial matters in
connection  with the operation of the  businesses  of the Company,  expansion of
services,  acquisitions and business opportunities,  and shall review and advise
the Company  regarding its overall  progress,  needs and  condition.  Consultant
agrees to provide on a timely basis the following  enumerated  services plus any
additional services contemplated thereby:

     (a)  The implementation of short-range and long-term  strategic planning to
          fully develop and enhance the Company's  assets,  resources,  products
          and services;

     (b)  The  implementation  of a  domestic  marketing  program  to enable the
          Company to broaden the markets for its  services and promote the image
          of the Company and its products and services;

     (c)  Advise the Company  relative to the  recruitment and employment of key
          executives consistent with the expansion of operations of the Company;

     (d)  The identification,  evaluation, structuring,  negotiating and closing
          of joint ventures,  strategic  alliances,  business  acquisitions  and
          advice with  regard to the  ongoing  managing  and  operating  of such
          acquisitions upon consummation thereof; and

     (e)  Advice and recommendations regarding corporate financing including the
          structure,  terms and  content  of bank  loans,  institutional  loans,
          private debt funding,  mezzanine  financing,  blind pool financing and
          other preferred and common stock equity private or public financing.


         4.       DUTIES OF THE COMPANY.
                  ---------------------

The Company shall provide  Consultant,  on a regular and timely basis,  with all
approved data and information  about it, its subsidiaries,  its management,  its
products and services and its  operations  as shall be  reasonably  requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

         5.       COMPENSATION.
                  ------------

The Company will immediately grant Consultant the options to purchase  6,400,000
shares of the  Company's  Common  Stock with an  exercise  price at $0.0013  per
share,  which option shall expire on July 3, 2003 at 5:00 P.M. P.S.T. The number
of  shares   herein  are  subject  to  the   anti-dilution   provisions  of  the
corresponding  option which is being issued in conjunction  with this Agreement.
Consultant  in providing  the foregoing  services  shall be  reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.

         6.       REPRESENTATION AND INDEMNIFICATION.
                  ----------------------------------

The Company shall be deemed to have been made a continuing representation of the
accuracy of any and all facts,  material  information and data which it supplies
to Consultant and  acknowledges  its awareness that Consultant will rely on such
continuing  representation  in  disseminating  such  information  and  otherwise
performing  its  advisory  functions.  Consultant  in the  absence  of notice in
writing  from the Company  will rely on the  continuing  accuracy  of  material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

         7.       MISCELLANEOUS.
                  -------------

Termination:  This  Agreement  may be  terminated  by either  Party upon written
notice to the other  Party for any  reason  which  shall be  effective  five (5)
business days from the date of such notice.  This Agreement  shall be terminated
immediately upon written notice for material breach of this Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
the Parties with respect to the subject matter hereof. This Consulting Agreement
may be amended only in writing signed by both Parties.

Notices:  Any notice  required or  permitted to be given  hereunder  shall be in
writing and shall be mailed or  otherwise  delivered  in person or by  facsimile
transmission  at the  address  of such  Party set forth  above or to such  other
address or  facsimile  telephone  number,  as the Party shall have  furnished in
writing to the other Party.

Waiver:  Any  waiver  by  either  Party of a  breach  of any  provision  of this
Consulting  Agreement shall not operate as or be construed to be a waiver of any
other breach of that  provision or of any breach of any other  provision of this
Consulting Agreement.  The failure of a Party to insist upon strict adherence to
any  term of this  Consulting  Agreement  on one or more  occasions  will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.

Assignment: The options under this Agreement are assignable at the discretion of
the Consultant.


Severability: If any provision of this Consulting Agreement is invalid, illegal,
or  unenforceable,  the balance of this  Consulting  Agreement  shall  remain in
effect,  and if any provision is inapplicable to any person or circumstance,  it
shall nevertheless remain applicable to all other persons and circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
Consulting  Agreement  shall be submitted to arbitration  under the rules of the
American  Arbitration  Association  and the decision of the arbiter(s)  shall be
enforceable in any court having  jurisdiction  thereof.  Arbitration shall occur
only in Orange  County,  CA.  The  interpretation  and the  enforcement  of this
Agreement  shall be governed by  California  Law as applied to  residents of the
State of California relating to contracts executed in and to be performed solely
within the State of  California.  In the event any  dispute is  arbitrated,  the
prevailing Party (as determined by the arbiter(s))  shall be entitled to recover
that  Party's  reasonable   attorney's  fees  incurred  (as  determined  by  the
arbiter(s)).

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

HOUSEHOLD DIRECT, INC.                              CONSULTANT


/s/ John D. Folger                                  /s/ Stephen J. Fryer
------------------------------                      ----------------------------
John D. Folger    , CEO                             Stephen J. Fryer

                              CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting  Agreement") made as of July 3, 2002,
by  and  between  John  Manning,   2918  Pheasant  Run,  Humble,   Texas  77396,
("Consultant")  and HouseHold  Direct,  Inc. with offices at #3 Glen Road, Sandy
Hook, CT 06482 (the "Company").

                                   WITNESSETH

WHEREAS,  the Company requires and will continue to require consulting  services
relating to management,  strategic planning and marketing in connection with its
business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
marketing  consulting  services and is desirous of performing  such services for
the Company; and

WHEREAS,  the Company  wishes to induce  Consultant to provide these  consulting
services to the Company,

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

         1.       APPOINTMENT.
                  -----------

The Company hereby engages  Consultant and Consultant  agrees to render services
to the Company as a consultant  upon the terms and  conditions  hereinafter  set
forth.

         2.       TERM.
                  ----

The term of this  Consulting  Agreement  began as of the date of this Agreement,
and shall  terminate on July 3, 2003,  unless  earlier  terminated in accordance
with paragraph 7 herein or extended as agreed to between the parties.

         3.       SERVICES.
                  --------

During the term of this Agreement, Consultant shall provide advice to, undertake
for and consult with the Company concerning management,  marketing,  consulting,
strategic planning,  corporate organization and structure,  financial matters in
connection  with the operation of the  businesses  of the Company,  expansion of
services,  acquisitions and business opportunities,  and shall review and advise
the Company  regarding its overall  progress,  needs and  condition.  Consultant
agrees to provide on a timely basis the following  enumerated  services plus any
additional services contemplated thereby:

     (a)  The implementation of short-range and long-term  strategic planning to
          fully develop and enhance the Company's  assets,  resources,  products
          and services;

     (b)  The  implementation  of a  domestic  marketing  program  to enable the
          Company to broaden the markets for its  services and promote the image
          of the Company and its products and services;

     (c)  Advise the Company  relative to the  recruitment and employment of key
          executives consistent with the expansion of operations of the Company;

     (d)  The identification,  evaluation, structuring,  negotiating and closing
          of joint ventures,  strategic  alliances,  business  acquisitions  and
          advice with  regard to the  ongoing  managing  and  operating  of such
          acquisitions upon consummation thereof; and

     (e)  Advice and recommendations regarding corporate financing including the
          structure,  terms and  content  of bank  loans,  institutional  loans,
          private debt funding,  mezzanine  financing,  blind pool financing and
          other preferred and common stock equity private or public financing.

         4.       DUTIES OF THE COMPANY.
                  ---------------------

The Company shall provide  Consultant,  on a regular and timely basis,  with all
approved data and information  about it, its subsidiaries,  its management,  its
products and services and its  operations  as shall be  reasonably  requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

         5.       COMPENSATION.
                  ------------

The Company will immediately grant Consultant the options to purchase  5,000,000
shares of the  Company's  Common  Stock with an  exercise  price at $0.0013  per
share,  which option shall expire on July 3, 2003 at 5:00 P.M. P.S.T. The number
of  shares   herein  are  subject  to  the   anti-dilution   provisions  of  the
corresponding  option which is being issued in conjunction  with this Agreement.
Consultant  in providing  the foregoing  services  shall be  reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.

         6.       REPRESENTATION AND INDEMNIFICATION.
                  ----------------------------------

The Company shall be deemed to have been made a continuing representation of the
accuracy of any and all facts,  material  information and data which it supplies
to Consultant and  acknowledges  its awareness that Consultant will rely on such
continuing  representation  in  disseminating  such  information  and  otherwise
performing  its  advisory  functions.  Consultant  in the  absence  of notice in
writing  from the Company  will rely on the  continuing  accuracy  of  material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

         7.       MISCELLANEOUS.
                  -------------

Termination:  This  Agreement  may be  terminated  by either  Party upon written
notice to the other  Party for any  reason  which  shall be  effective  five (5)
business days from the date of such notice.  This Agreement  shall be terminated
immediately upon written notice for material breach of this Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
the Parties with respect to the subject matter hereof. This Consulting Agreement
may be amended only in writing signed by both Parties.

Notices:  Any notice  required or  permitted to be given  hereunder  shall be in
writing and shall be mailed or  otherwise  delivered  in person or by  facsimile
transmission  at the  address  of such  Party set forth  above or to such  other
address or  facsimile  telephone  number,  as the Party shall have  furnished in
writing to the other Party.

Waiver:  Any  waiver  by  either  Party of a  breach  of any  provision  of this
Consulting  Agreement shall not operate as or be construed to be a waiver of any
other breach of that  provision or of any breach of any other  provision of this
Consulting Agreement.  The failure of a Party to insist upon strict adherence to
any  term of this  Consulting  Agreement  on one or more  occasions  will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.

Assignment: The options under this Agreement are assignable at the discretion of
the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
or  unenforceable,  the balance of this  Consulting  Agreement  shall  remain in
effect,  and if any provision is inapplicable to any person or circumstance,  it
shall nevertheless remain applicable to all other persons and circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
Consulting  Agreement  shall be submitted to arbitration  under the rules of the
American  Arbitration  Association  and the decision of the arbiter(s)  shall be
enforceable in any court having  jurisdiction  thereof.  Arbitration shall occur
only in Orange  County,  CA.  The  interpretation  and the  enforcement  of this
Agreement  shall be governed by  California  Law as applied to  residents of the
State of California relating to contracts executed in and to be performed solely
within the State of  California.  In the event any  dispute is  arbitrated,  the
prevailing Party (as determined by the arbiter(s))  shall be entitled to recover
that  Party's  reasonable   attorney's  fees  incurred  (as  determined  by  the
arbiter(s)).

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


HOUSEHOLD DIRECT, INC.                                CONSULTANT


/s/ John D. Folger                                     /s/ John Manning
--------------------------------                      --------------------------
John D. Folger    , CEO                               John Manning


                               OPINION OF COUNSEL

                                 Rebecca Wilson
                                 Attorney at Law
                           2961W. MacArthur, Suite 120
                               Santa Ana, CA 92704
                      (714) 850-3356 / (714) 850-3368 (fax)

July 3, 2002


HouseHold Direct, Inc.
#3 Glen Road
Sandy Hook, CT 06482

         Re:      Registration Statement on Form S-8

Gentleman:

I have  acted  as  counsel  for  HouseHold  Direct,  Inc.  (the  "Company"),  in
connection  with  the  preparation  and  filing  of the  Company's  Registration
statement  on Form S-8  under  the  Securities  Act of 1933,  as  amended,  (the
"Registration Statement"), relating to 25,000,000 shares of the Company's Common
Stock, 0.001 par value, (the "Common Stock"), issuable pursuant to the Company's
Stock   Compensation   Plan,   (the  "Plan")  and  Consulting   Agreements  (the
"Agreements").

I have examined the Certificate of Incorporation, as amended, and the By-Laws of
the  Company  and  all  amendments  thereto,  the  Registration   Statement  and
originals, or copies certified to my satisfaction, of such records and meetings,
written actions in lieu of meetings,  or resolutions adopted at meetings, of the
directors of the Company,  and such other  documents  and  instruments  as in my
judgment  are  necessary  or  appropriate  to enable me to render  the  opinions
expressed below.

Based on the  foregoing  examination,  I am of the  opinion  that the  shares of
Common Stock issuable with the Plan and the Agreements are duly  authorized and,
when  issued in  accordance  with the Plan and the  Agreements,  will be validly
issued, fully paid and non-assessable.

Further,  I  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration Statement.

Very truly yours,

/s/ Rebecca Wilson
Rebecca Wilson, Esq.


                             HOUSEHOLD DIRECT, INC.

                          2002 STOCK COMPENSATION PLAN

1.   Purpose  of the Plan.  The  purpose  of the 2002  Stock  Compensation  Plan
     ("Plan") of HouseHold Direct, Inc., a Delaware corporation,  ("Company") is
     to provide the Company with a means of compensating  selected key employees
     (including  officers) and directors of and  consultants  to the Company and
     its  subsidiaries  for  their  services  rendered  in  connection  with the
     development  of HouseHold  Direct,  Inc. with shares of Common Stock of the
     Company.

2.   Administration of the Plan. The Plan shall be administered by the Company's
     Board of Directors (the "Board").

     2.1  Award or Sales of shares.  The Company's  Board shall (a) select those
          key employees (including officers),  directors and consultants to whom
          shares of the Company's Common Stock shall be awarded or sold, and (b)
          determine  the  number of shares to be  awarded  or sold;  the time or
          times at which shares shall be awarded or sold;  whether the shares to
          be awarded or sold will be registered with the Securities and Exchange
          Commission; and such conditions, rights of repurchase, rights of first
          refusal or other  transfer  restrictions  as the Board may  determine.
          Each  award  or  sale  of  shares  under  the  Plan  may or may not be
          evidenced by a written  agreement  between the Company and the persons
          to whom shares of the Company's Common Stock are awarded or sold.

     2.2  Consideration  for Shares.  Shares of the Company's Common Stock to be
          awarded or sold under the Plan shall be issued for such consideration,
          having a value not less than par value thereof, as shall be determined
          from time to time by the Board in its sole discretion.

     2.3  Board Procedures. The Board from time to time may adopt such rules and
          regulations  for  carrying out the purposes of the Plan as it may deem
          proper and in the best interests of the Company.  The Board shall keep
          minutes of its meetings and records of its actions.  A majority of the
          members of the Board shall  constitute a quorum for the transaction of
          any  business  by the  Board.  The  Board  may  act at any  time by an
          affirmative  vote of a majority  of those  members  voting.  Such vote
          shall be taken at a meeting  (which may be  conducted  in person or by
          any  telecommunication  medium) or by written consent of Board members
          without a meeting.

     2.4  Finality  of Board  Action.  The Board  shall  resolve  all  questions
          arising under the Plan. Each determination,  interpretation,  or other
          action  made or taken by the Board shall be final and  conclusive  and
          binding on all persons,  including,  without limitation,  the Company,
          its stockholders, the Board and each of the members of the Board.

     2.5  Non-Liability  of Board  Members.  No Board member shall be liable for
          any action or determination  made by him in good faith with respect to
          the Plan or any shares of the  Company's  Common Stock sold or awarded
          under it.

     2.6  Board Power to amend,  Suspend,  or Terminate the Plan. The Board may,
          from time to time, make such changes in or additions to the Plan as it
          may deem  proper  and in the best  interests  of the  Company  and its
          Stockholders.  The Board may also suspend or terminate the Plan at any
          time, without notice, and in its sole discretion.

3.   Shares  Subject  to the  Plan.  For  purposes  of the  Plan,  the  Board of
     Directors is  authorized  to sell or award up to  25,279,509  shares and/or
     options of the Company's  Common Stock,  .001 par value per share  ("Common
     Stock").

4.   Participants.  All key employees  (including officers) and directors of and
     consultants to the Company and any of its subsidiaries  (sometimes referred
     to herein as  ("Participants")  are eligible to  participate in the Plan. A
     copy of this  Plan  shall  be  delivered  to all  requesting  participants,
     together with a copy of any Board  resolutions  authorizing the issuance of
     the shares and establishing the terms and conditions,  if any,  relating to
     the sale or award of such shares.

5.   Rights  and  Obligations  of  Participants.  The award or sale of shares of
     Common Stock shall be  conditioned  upon the  participant  providing to the
     Board a written  representation that, at the time of such award or sale, it
     is the intent of such person(s) to acquire the shares for  investment  only
     and not with a view toward  distribution.  The certificate for unregistered
     shares  issued for  investment  shall be  restricted  by the  Company as to
     transfer unless the Company receives an opinion of counsel  satisfactory to
     the Company to the effect that such  restriction is not necessary under the
     pertaining law. The providing of such  representation  and such restriction
     on transfer shall not,  however,  be required upon any person's  receipt of
     shares of Common  Stock  under the Plan in the event  that,  at the time of
     award or sale,  the shares shall be (i) covered by an effective and current
     registration  statement  under the Securities Act of 1933, as amended,  and
     (ii) either qualified or exempt from  qualification  under applicable state
     securities  laws. The Company shall,  however,  under no  circumstances  be
     required  to sell or issue any shares  under the Plan if, in the opinion of
     the Board,  (i) the issuance of such shares would constitute a violation by
     the  participant  or the Company of any applicable law or regulation of any
     governmental authority, or (ii) the consent or approval of any governmental
     body is necessary or desirable as a condition  of, or in  connection  with,
     the issuance of such shares.

6.   Payment of Shares.

     (a)  The entire  purchase  price of shares  issued  under the Plan shall be
          payable in lawful  money of the  United  States of America at the time
          when such shares are  purchased,  except as provided in subsection (b)
          below.

     (b)  At the discretion of the Board, Shares may be issued under the Plan in
          consideration of services rendered.

7.   Adjustments.  If the outstanding Common Stock shall be hereafter  increased
     or decreased,  or changed into or exchanged for a different  number or kind
     of shares or other securities of the Company or of another corporation,  by
     reason of a  recapitalization,  reclassification,  reorganization,  merger,
     consolidation,  share exchange,  or other business combination in which the
     Company is the surviving parent corporation, stock split-up, combination of
     shares,  or  dividend  or other  distribution  payable in capital  stock or
     rights to acquire capital stock,  appropriate  adjustment  shall be made by
     the Board in the number and kind of shares  which may be granted  under the
     Plan.

8.   Tax  Withholding.  As a condition to the  purchase or award of shares,  the
     participant  shall make such  arrangements as the Board may require for the
     satisfaction  of any  federal,  state,  local or  foreign  withholding  tax
     obligations that may arise in connection with such purchase or award.

9.   Terms of the Plan.

     9.1  Effective Date. The Plan shall become effective on January 1, 2002.

     9.2  Termination  Date. The Plan shall  terminate at Midnight on January 1,
          2004, and no shares shall be awarded or sold after that time. The Plan
          may be suspended or terminated at any earlier time by the Board within
          the limitations set forth in Section 2.6.

10.  Non-Exclusivity  of the Plan.  Nothing contained in the Plan is intended to
     amend,  modify,  or rescind any  previously  approved  compensation  plans,
     programs  or  options  entered  into by the  Company.  This  Plan  shall be
     construed  to be in addition to and  independent  of any and all such other
     arrangements.  The adoption of the Plan by the Board shall not be construed
     as  creating  any  limitations  on the power of  authority  of the Board to
     adopt,  with or without  stockholder  approval,  such  additional  or other
     compensation  arrangements  as  the  Board  may  from  time  to  time  deem
     desirable.

11.  Governing  Law. The Plan and all rights and  obligations  under it shall be
     construed  and  enforced  in  accordance  with  the  laws of the  state  of
     California.


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


We have issued our report  dated May 15,  2002,  accompanying  the  consolidated
financial statements of HouseHold Direct, Inc. and subsidiaries appearing in the
2000  Annual  Report of the Company to its  shareholders  and  accompanying  the
schedules  included  in the  Annual  Report on Form  10-KSB  for the year  ended
December  31,  2001 which is  incorporated  by  reference  in this  Registration
Statement.  We consent to the  incorporation  by reference  in the  Registration
Statement of the aforementioned report.


/s/ Bloom and Company, LLP
Hempstead, NY
July 3, 2002
[{"type": "S-8", "sequence": "1", "filename": "s8july.txt", "secsgml_size_bytes": 42643}]
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As filed with the Securities and Exchange Commission on July 3, 2002 Reg. No. 33

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    -----------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------

                             HOUSEHOLD DIRECT, INC.

       Delaware                                                    51-0388634
(State or other jurisdiction of                                (I.R.S. Employer
Incorporation or organization)                               identification No.)

                                  #3 Glen Road
                              Sandy Hook, CT 06482
                ------------------------------------------------

                            CONSULTING AGREEMENTS AND
                             STOCK COMPENSATION PLAN
                  --------------------------------------------

                                 John D. Folger
                             Chief Executive Officer
                                  #3 Glen Road
                              Sandy Hook, CT 06482
                                 (203) 426-2312

                                    Copy to:
                              Rebecca Wilson, Esq.
                        2781 W. MacArthur Blvd, Suite 168
                               Santa Ana, CA 92704
                       (714) 850-3356 (714) 850-3368 (fax)

                         CALCULATION OF REGISTRATION FEE
-------------------- ------------- ---------- ---------- ------------------
                                   Proposed   Proposed
                                   maximum    maximum
Title of             Amount to     offering   Aggregate  Amount of
securities           to be         price      offering   registration
to be registered     registered    per share             fee
-------------------- ------------- ---------- ---------- -------------------
-------------------- ------------- ---------- ---------- -------------------
Common Stock
(par value 0.001)     25,000,000   $0.0013    $32,500    $81.25

--------------------  -------------  ---------- -------- -------------------
Estimated  solely for the purpose of determining the amount of registration  fee
and  pursuant to Rules 457(c) and 457 (h) of the General  Rules and  Regulations
under the  Securities  Act of 1993,  based upon the exercise price of 25,000,000
Common Stock at $0.0013 per share.

                                     PART I

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

                  *Information required by Part 1 to be contained in the Section

10(a) prospectus is omitted from the  registration  statement in accordance with
Rule 428 under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

         The following documents filed by HouseHold Direct, Inc., (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:

(a)  the  Company's  annual  report on Form  10-KSB  for the  fiscal  year ended
     December 31, 2001 (Commission File No. 0-107441):

(b)  all other reports filed by the Company pursuant to Section 13(a) or Section
     15 (d) of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
     Act"), since December 31, 2001 through the date hereof; and

(c)  any document filed by the Company with the Commission  pursuant to Sections
     13(a),  13( c),  14 or 15(d) of the  Exchange  Act  subsequent  to the date
     hereof,  but prior to the  filing  of a  post-effective  amendment  to this
     Registration  Statement  which  indicates  that all shares of Common  Stock
     registered  hereunder have been sold or that deregisters all such shares of
     Common  Stock then  remaining  unsold,  such  documents  being deemed to be
     incorporated  by  reference  herein and to be part  hereof from the date of
     filing of such documents.

Item 4. Description of Securities

         Not applicable.

Item 5. Interests of Named Experts and Counsel

         Not applicable.

Item 6. Indemnification of Directors and Officer

The  Certificate of  Incorporation  of the Company  provides that all directors,
officers,  employees  and  agents  of  the  Company  shall  be  entitled  to  be
indemnified  by  the  Company  to the  fullest  extent  permitted  by  law.  The
Certificate of Incorporation also provides as follows:

The corporation  shall, to the fullest extent  permitted by the Act, as the same
may be amended and supplemented,  indemnify all directors,  officers, employees,
and agents of the corporation  whom it shall have power to indemnify  thereunder
from and  against any and all of the  expenses,  liabilities,  or other  matters
referred to therein or covered thereby.

Such right to  indemnification or advancement of expenses shall continue as to a
person  who has  ceased to be a  director,  officer,  employee,  or agent of the
corporation,  and shall  inure to the  benefit  of the  heirs,  executives,  and
administrators of such persons.  The indemnification and advancement of expenses
provided for herein  shall not be deemed  exclusive of any other rights to which
those seeking  indemnification  or advancement  may be entitled under any bylaw,
agreement,  vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

Commission Policy

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Act") may be permitted to directors,  officers or persons controlling
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.

Item 7. Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         The Exhibits to this registration statement are listed in the index to

Exhibits on page 8.

Item 9. Undertakings

(a)      The undersigned registrant hereby undertakes:

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

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               securities Act 1933:

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in this Registration Statement:

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  Registration
               Statement  or any  material  change to such  information  in this
               Registration Statement;  provided, however, that paragraph (1)(i)
               and  (I)(ii)  do not  apply  if the  information  required  to be
               included in a  post-effective  amendment  by those  paragraph  is
               contained in periodic  reports  filed by the Company  pursuant to
               Section  13 or  Section  15 (d)  of the  Exchange  Act  that  are
               incorporated by reference in this Registration Statement.

     (2)  That for the purpose of determining any liability under the Securities
          Act of 1933, each such post-effective amendments 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.

               To remove from registration by mean of a post-effective amendment
               any of the  securities  being  registered  hereunder  that remain
               unsold at the termination of the offering.

               The  undersigned  Company hereby  undertakes 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  and  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.

     (3)  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  above-described
          provisions  or  otherwise,  the Company has been  advised  that in the
          opinion of the  Commission  such  indemnification  is  against  public
          policy as expressed in the Securities  act of 1933 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 Securities Act of 1933 and will be governed
          by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  a form  S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Sandy Hook, State of Connecticut on July 3, 2002.

                                            HouseHold Direct, Inc.

                                            By /s/ John D. Folger
                                            -----------------------------------
                                            John D. Folger, CEO

Each person whose signature  appears below hereby  constitutes and appoints John
D. Folger as his true and lawful  attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead in any and all  capacities to sign any and all  amendments  (including
post-effective  amendments)  to this  Registration  Statement on Form S-8 and to
file the same,  with all  exhibits  thereto and other  documents  in  connection
therewith,  with the Securities and Exchange Commission under the Securities Act
of 1933.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
registration  statement was signed by the following  persons in their capacities
and on the dates indicated.

Signature                         Title                            Date
----------                       ------                             ----
/s/ John D. Folger          CEO & Director                      July 3, 2002
John D. Folger

/s/ Ann Jameson             Vice President, Secretary,          July 3, 2002
Ann Jameson                 Treasurer & Director

                                INDEX TO EXHIBITS

        Exhibit
        NO.                                Description

4.1      Consulting Agreements

5.1      Opinion of Counsel, regarding the legality of the securities registered
         hereunder.

10.2     2002 Stock Compensation Plan

23.1     Consent of Independent Public Accountants

23.2     Consent of Counsel (included as part of Exhibit 5.1)

                                  Exhibit 4.1

                              Consulting Agreements

                            Number of Shares/Options

         4.1 (a)                                 6,400,000

         4.2 (b)                                 5,000,000

                              CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting  Agreement") made as of July 3, 2002,
by and  between  Stephen J.  Fryer,  2201 Alta Vista,  Newport  Beach,  C 92660,
("Consultant")  and HouseHold  Direct,  Inc. with offices at #3 Glen Road, Sandy
Hook, CT 06482 (the "Company").

                                   WITNESSETH

     WHEREAS,  the Company  requires  and will  continue  to require  consulting
services relating to management,  strategic planning and marketing in connection
with its business; and

     WHEREAS,  Consultant  can provide the Company with  strategic  planning and
marketing  consulting  services and is desirous of performing  such services for
the Company; and

     WHEREAS,   the  Company  wishes  to  induce  Consultant  to  provide  these
consulting services to the Company,

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

         1.       APPOINTMENT.
                  -----------

The Company hereby engages  Consultant and Consultant  agrees to render services
to the Company as a consultant  upon the terms and  conditions  hereinafter  set
forth.

         2.       TERM.
                  ----

The term of this  Consulting  Agreement  began as of the date of this Agreement,
and shall  terminate on July 3, 2003,  unless  earlier  terminated in accordance
with paragraph 7 herein or extended as agreed to between the parties.

         3.       SERVICES.
                  --------

During the term of this Agreement, Consultant shall provide advice to, undertake
for and consult with the Company concerning management,  marketing,  consulting,
strategic planning,  corporate organization and structure,  financial matters in
connection  with the operation of the  businesses  of the Company,  expansion of
services,  acquisitions and business opportunities,  and shall review and advise
the Company  regarding its overall  progress,  needs and  condition.  Consultant
agrees to provide on a timely basis the following  enumerated  services plus any
additional services contemplated thereby:

     (a)  The implementation of short-range and long-term  strategic planning to
          fully develop and enhance the Company's  assets,  resources,  products
          and services;

     (b)  The  implementation  of a  domestic  marketing  program  to enable the
          Company to broaden the markets for its  services and promote the image
          of the Company and its products and services;

     (c)  Advise the Company  relative to the  recruitment and employment of key
          executives consistent with the expansion of operations of the Company;

     (d)  The identification,  evaluation, structuring,  negotiating and closing
          of joint ventures,  strategic  alliances,  business  acquisitions  and
          advice with  regard to the  ongoing  managing  and  operating  of such
          acquisitions upon consummation thereof; and

     (e)  Advice and recommendations regarding corporate financing including the
          structure,  terms and  content  of bank  loans,  institutional  loans,
          private debt funding,  mezzanine  financing,  blind pool financing and
          other preferred and common stock equity private or public financing.

         4.       DUTIES OF THE COMPANY.
                  ---------------------

The Company shall provide  Consultant,  on a regular and timely basis,  with all
approved data and information  about it, its subsidiaries,  its management,  its
products and services and its  operations  as shall be  reasonably  requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

         5.       COMPENSATION.
                  ------------

The Company will immediately grant Consultant the options to purchase  6,400,000
shares of the  Company's  Common  Stock with an  exercise  price at $0.0013  per
share,  which option shall expire on July 3, 2003 at 5:00 P.M. P.S.T. The number
of  shares   herein  are  subject  to  the   anti-dilution   provisions  of  the
corresponding  option which is being issued in conjunction  with this Agreement.
Consultant  in providing  the foregoing  services  shall be  reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.

         6.       REPRESENTATION AND INDEMNIFICATION.
                  ----------------------------------

The Company shall be deemed to have been made a continuing representation of the
accuracy of any and all facts,  material  information and data which it supplies
to Consultant and  acknowledges  its awareness that Consultant will rely on such
continuing  representation  in  disseminating  such  information  and  otherwise
performing  its  advisory  functions.  Consultant  in the  absence  of notice in
writing  from the Company  will rely on the  continuing  accuracy  of  material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

         7.       MISCELLANEOUS.
                  -------------

Termination:  This  Agreement  may be  terminated  by either  Party upon written
notice to the other  Party for any  reason  which  shall be  effective  five (5)
business days from the date of such notice.  This Agreement  shall be terminated
immediately upon written notice for material breach of this Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
the Parties with respect to the subject matter hereof. This Consulting Agreement
may be amended only in writing signed by both Parties.

Notices:  Any notice  required or  permitted to be given  hereunder  shall be in
writing and shall be mailed or  otherwise  delivered  in person or by  facsimile
transmission  at the  address  of such  Party set forth  above or to such  other
address or  facsimile  telephone  number,  as the Party shall have  furnished in
writing to the other Party.

Waiver:  Any  waiver  by  either  Party of a  breach  of any  provision  of this
Consulting  Agreement shall not operate as or be construed to be a waiver of any
other breach of that  provision or of any breach of any other  provision of this
Consulting Agreement.  The failure of a Party to insist upon strict adherence to
any  term of this  Consulting  Agreement  on one or more  occasions  will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.

Assignment: The options under this Agreement are assignable at the discretion of
the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
or  unenforceable,  the balance of this  Consulting  Agreement  shall  remain in
effect,  and if any provision is inapplicable to any person or circumstance,  it
shall nevertheless remain applicable to all other persons and circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
Consulting  Agreement  shall be submitted to arbitration  under the rules of the
American  Arbitration  Association  and the decision of the arbiter(s)  shall be
enforceable in any court having  jurisdiction  thereof.  Arbitration shall occur
only in Orange  County,  CA.  The  interpretation  and the  enforcement  of this
Agreement  shall be governed by  California  Law as applied to  residents of the
State of California relating to contracts executed in and to be performed solely
within the State of  California.  In the event any  dispute is  arbitrated,  the
prevailing Party (as determined by the arbiter(s))  shall be entitled to recover
that  Party's  reasonable   attorney's  fees  incurred  (as  determined  by  the
arbiter(s)).

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

HOUSEHOLD DIRECT, INC.                              CONSULTANT

/s/ John D. Folger                                  /s/ Stephen J. Fryer
------------------------------                      ----------------------------
John D. Folger    , CEO                             Stephen J. Fryer

                              CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting  Agreement") made as of July 3, 2002,
by  and  between  John  Manning,   2918  Pheasant  Run,  Humble,   Texas  77396,
("Consultant")  and HouseHold  Direct,  Inc. with offices at #3 Glen Road, Sandy
Hook, CT 06482 (the "Company").

                                   WITNESSETH

WHEREAS,  the Company requires and will continue to require consulting  services
relating to management,  strategic planning and marketing in connection with its
business; and

WHEREAS,  Consultant  can  provide  the  Company  with  strategic  planning  and
marketing  consulting  services and is desirous of performing  such services for
the Company; and

WHEREAS,  the Company  wishes to induce  Consultant to provide these  consulting
services to the Company,

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

         1.       APPOINTMENT.
                  -----------

The Company hereby engages  Consultant and Consultant  agrees to render services
to the Company as a consultant  upon the terms and  conditions  hereinafter  set
forth.

         2.       TERM.
                  ----

The term of this  Consulting  Agreement  began as of the date of this Agreement,
and shall  terminate on July 3, 2003,  unless  earlier  terminated in accordance
with paragraph 7 herein or extended as agreed to between the parties.

         3.       SERVICES.
                  --------

During the term of this Agreement, Consultant shall provide advice to, undertake
for and consult with the Company concerning management,  marketing,  consulting,
strategic planning,  corporate organization and structure,  financial matters in
connection  with the operation of the  businesses  of the Company,  expansion of
services,  acquisitions and business opportunities,  and shall review and advise
the Company  regarding its overall  progress,  needs and  condition.  Consultant
agrees to provide on a timely basis the following  enumerated  services plus any
additional services contemplated thereby:

     (a)  The implementation of short-range and long-term  strategic planning to
          fully develop and enhance the Company's  assets,  resources,  products
          and services;

     (b)  The  implementation  of a  domestic  marketing  program  to enable the
          Company to broaden the markets for its  services and promote the image
          of the Company and its products and services;

     (c)  Advise the Company  relative to the  recruitment and employment of key
          executives consistent with the expansion of operations of the Company;

     (d)  The identification,  evaluation, structuring,  negotiating and closing
          of joint ventures,  strategic  alliances,  business  acquisitions  and
          advice with  regard to the  ongoing  managing  and  operating  of such
          acquisitions upon consummation thereof; and

     (e)  Advice and recommendations regarding corporate financing including the
          structure,  terms and  content  of bank  loans,  institutional  loans,
          private debt funding,  mezzanine  financing,  blind pool financing and
          other preferred and common stock equity private or public financing.

         4.       DUTIES OF THE COMPANY.
                  ---------------------

The Company shall provide  Consultant,  on a regular and timely basis,  with all
approved data and information  about it, its subsidiaries,  its management,  its
products and services and its  operations  as shall be  reasonably  requested by
Consultant,  and shall  advise  Consultant  of any facts which would  affect the
accuracy  of any data  and  information  previously  supplied  pursuant  to this
paragraph.  The Company shall promptly supply  Consultant with full and complete
copies  of all  financial  reports,  all  fillings  with all  federal  and state
securities  agencies;  with full and complete copies of all stockholder reports;
with all data and information  supplied by any financial  analyst,  and with all
brochures or other sales materials relating to its products or services.

         5.       COMPENSATION.
                  ------------

The Company will immediately grant Consultant the options to purchase  5,000,000
shares of the  Company's  Common  Stock with an  exercise  price at $0.0013  per
share,  which option shall expire on July 3, 2003 at 5:00 P.M. P.S.T. The number
of  shares   herein  are  subject  to  the   anti-dilution   provisions  of  the
corresponding  option which is being issued in conjunction  with this Agreement.
Consultant  in providing  the foregoing  services  shall be  reimbursed  for any
pre-approved  out-of-pocket  costs,  including,   without  limitation,   travel,
lodging, telephone, postage and Federal Express charges.

         6.       REPRESENTATION AND INDEMNIFICATION.
                  ----------------------------------

The Company shall be deemed to have been made a continuing representation of the
accuracy of any and all facts,  material  information and data which it supplies
to Consultant and  acknowledges  its awareness that Consultant will rely on such
continuing  representation  in  disseminating  such  information  and  otherwise
performing  its  advisory  functions.  Consultant  in the  absence  of notice in
writing  from the Company  will rely on the  continuing  accuracy  of  material,
information and data supplied by the Company.  Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.

         7.       MISCELLANEOUS.
                  -------------

Termination:  This  Agreement  may be  terminated  by either  Party upon written
notice to the other  Party for any  reason  which  shall be  effective  five (5)
business days from the date of such notice.  This Agreement  shall be terminated
immediately upon written notice for material breach of this Agreement.

Modification:  This Consulting  Agreement sets forth the entire understanding of
the Parties with respect to the subject matter hereof. This Consulting Agreement
may be amended only in writing signed by both Parties.

Notices:  Any notice  required or  permitted to be given  hereunder  shall be in
writing and shall be mailed or  otherwise  delivered  in person or by  facsimile
transmission  at the  address  of such  Party set forth  above or to such  other
address or  facsimile  telephone  number,  as the Party shall have  furnished in
writing to the other Party.

Waiver:  Any  waiver  by  either  Party of a  breach  of any  provision  of this
Consulting  Agreement shall not operate as or be construed to be a waiver of any
other breach of that  provision or of any breach of any other  provision of this
Consulting Agreement.  The failure of a Party to insist upon strict adherence to
any  term of this  Consulting  Agreement  on one or more  occasions  will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.

Assignment: The options under this Agreement are assignable at the discretion of
the Consultant.

Severability: If any provision of this Consulting Agreement is invalid, illegal,
or  unenforceable,  the balance of this  Consulting  Agreement  shall  remain in
effect,  and if any provision is inapplicable to any person or circumstance,  it
shall nevertheless remain applicable to all other persons and circumstances.

Disagreements:  Any dispute or other  disagreement  arising  from or out of this
Consulting  Agreement  shall be submitted to arbitration  under the rules of the
American  Arbitration  Association  and the decision of the arbiter(s)  shall be
enforceable in any court having  jurisdiction  thereof.  Arbitration shall occur
only in Orange  County,  CA.  The  interpretation  and the  enforcement  of this
Agreement  shall be governed by  California  Law as applied to  residents of the
State of California relating to contracts executed in and to be performed solely
within the State of  California.  In the event any  dispute is  arbitrated,  the
prevailing Party (as determined by the arbiter(s))  shall be entitled to recover
that  Party's  reasonable   attorney's  fees  incurred  (as  determined  by  the
arbiter(s)).

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

HOUSEHOLD DIRECT, INC.                                CONSULTANT

/s/ John D. Folger                                     /s/ John Manning
--------------------------------                      --------------------------
John D. Folger    , CEO                               John Manning

                               OPINION OF COUNSEL

                                 Rebecca Wilson
                                 Attorney at Law
                           2961W. MacArthur, Suite 120
                               Santa Ana, CA 92704
                      (714) 850-3356 / (714) 850-3368 (fax)

July 3, 2002

HouseHold Direct, Inc.
#3 Glen Road
Sandy Hook, CT 06482

         Re:      Registration Statement on Form S-8

Gentleman:

I have  acted  as  counsel  for  HouseHold  Direct,  Inc.  (the  "Company"),  in
connection  with  the  preparation  and  filing  of the  Company's  Registration
statement  on Form S-8  under  the  Securities  Act of 1933,  as  amended,  (the
"Registration Statement"), relating to 25,000,000 shares of the Company's Common
Stock, 0.001 par value, (the "Common Stock"), issuable pursuant to the Company's
Stock   Compensation   Plan,   (the  "Plan")  and  Consulting   Agreements  (the
"Agreements").

I have examined the Certificate of Incorporation, as amended, and the By-Laws of
the  Company  and  all  amendments  thereto,  the  Registration   Statement  and
originals, or copies certified to my satisfaction, of such records and meetings,
written actions in lieu of meetings,  or resolutions adopted at meetings, of the
directors of the Company,  and such other  documents  and  instruments  as in my
judgment  are  necessary  or  appropriate  to enable me to render  the  opinions
expressed below.

Based on the  foregoing  examination,  I am of the  opinion  that the  shares of
Common Stock issuable with the Plan and the Agreements are duly  authorized and,
when  issued in  accordance  with the Plan and the  Agreements,  will be validly
issued, fully paid and non-assessable.

Further,  I  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration Statement.

Very truly yours,

/s/ Rebecca Wilson
Rebecca Wilson, Esq.

                             HOUSEHOLD DIRECT, INC.

                          2002 STOCK COMPENSATION PLAN

1.   Purpose  of the Plan.  The  purpose  of the 2002  Stock  Compensation  Plan
     ("Plan") of HouseHold Direct, Inc., a Delaware corporation,  ("Company") is
     to provide the Company with a means of compensating  selected key employees
     (including  officers) and directors of and  consultants  to the Company and
     its  subsidiaries  for  their  services  rendered  in  connection  with the
     development  of HouseHold  Direct,  Inc. with shares of Common Stock of the
     Company.

2.   Administration of the Plan. The Plan shall be administered by the Company's
     Board of Directors (the "Board").

     2.1  Award or Sales of shares.  The Company's  Board shall (a) select those
          key employees (including officers),  directors and consultants to whom
          shares of the Company's Common Stock shall be awarded or sold, and (b)
          determine  the  number of shares to be  awarded  or sold;  the time or
          times at which shares shall be awarded or sold;  whether the shares to
          be awarded or sold will be registered with the Securities and Exchange
          Commission; and such conditions, rights of repurchase, rights of first
          refusal or other  transfer  restrictions  as the Board may  determine.
          Each  award  or  sale  of  shares  under  the  Plan  may or may not be
          evidenced by a written  agreement  between the Company and the persons
          to whom shares of the Company's Common Stock are awarded or sold.

     2.2  Consideration  for Shares.  Shares of the Company's Common Stock to be
          awarded or sold under the Plan shall be issued for such consideration,
          having a value not less than par value thereof, as shall be determined
          from time to time by the Board in its sole discretion.

     2.3  Board Procedures. The Board from time to time may adopt such rules and
          regulations  for  carrying out the purposes of the Plan as it may deem
          proper and in the best interests of the Company.  The Board shall keep
          minutes of its meetings and records of its actions.  A majority of the
          members of the Board shall  constitute a quorum for the transaction of
          any  business  by the  Board.  The  Board  may  act at any  time by an
          affirmative  vote of a majority  of those  members  voting.  Such vote
          shall be taken at a meeting  (which may be  conducted  in person or by
          any  telecommunication  medium) or by written consent of Board members
          without a meeting.

     2.4  Finality  of Board  Action.  The Board  shall  resolve  all  questions
          arising under the Plan. Each determination,  interpretation,  or other
          action  made or taken by the Board shall be final and  conclusive  and
          binding on all persons,  including,  without limitation,  the Company,
          its stockholders, the Board and each of the members of the Board.

     2.5  Non-Liability  of Board  Members.  No Board member shall be liable for
          any action or determination  made by him in good faith with respect to
          the Plan or any shares of the  Company's  Common Stock sold or awarded
          under it.

     2.6  Board Power to amend,  Suspend,  or Terminate the Plan. The Board may,
          from time to time, make such changes in or additions to the Plan as it
          may deem  proper  and in the best  interests  of the  Company  and its
          Stockholders.  The Board may also suspend or terminate the Plan at any
          time, without notice, and in its sole discretion.

3.   Shares  Subject  to the  Plan.  For  purposes  of the  Plan,  the  Board of
     Directors is  authorized  to sell or award up to  25,279,509  shares and/or
     options of the Company's  Common Stock,  .001 par value per share  ("Common
     Stock").

4.   Participants.  All key employees  (including officers) and directors of and
     consultants to the Company and any of its subsidiaries  (sometimes referred
     to herein as  ("Participants")  are eligible to  participate in the Plan. A
     copy of this  Plan  shall  be  delivered  to all  requesting  participants,
     together with a copy of any Board  resolutions  authorizing the issuance of
     the shares and establishing the terms and conditions,  if any,  relating to
     the sale or award of such shares.

5.   Rights  and  Obligations  of  Participants.  The award or sale of shares of
     Common Stock shall be  conditioned  upon the  participant  providing to the
     Board a written  representation that, at the time of such award or sale, it
     is the intent of such person(s) to acquire the shares for  investment  only
     and not with a view toward  distribution.  The certificate for unregistered
     shares  issued for  investment  shall be  restricted  by the  Company as to
     transfer unless the Company receives an opinion of counsel  satisfactory to
     the Company to the effect that such  restriction is not necessary under the
     pertaining law. The providing of such  representation  and such restriction
     on transfer shall not,  however,  be required upon any person's  receipt of
     shares of Common  Stock  under the Plan in the event  that,  at the time of
     award or sale,  the shares shall be (i) covered by an effective and current
     registration  statement  under the Securities Act of 1933, as amended,  and
     (ii) either qualified or exempt from  qualification  under applicable state
     securities  laws. The Company shall,  however,  under no  circumstances  be
     required  to sell or issue any shares  under the Plan if, in the opinion of
     the Board,  (i) the issuance of such shares would constitute a violation by
     the  participant  or the Company of any applicable law or regulation of any
     governmental authority, or (ii) the consent or approval of any governmental
     body is necessary or desirable as a condition  of, or in  connection  with,
     the issuance of such shares.

6.   Payment of Shares.

     (a)  The entire  purchase  price of shares  issued  under the Plan shall be
          payable in lawful  money of the  United  States of America at the time
          when such shares are  purchased,  except as provided in subsection (b)
          below.

     (b)  At the discretion of the Board, Shares may be issued under the Plan in
          consideration of services rendered.

7.   Adjustments.  If the outstanding Common Stock shall be hereafter  increased
     or decreased,  or changed into or exchanged for a different  number or kind
     of shares or other securities of the Company or of another corporation,  by
     reason of a  recapitalization,  reclassification,  reorganization,  merger,
     consolidation,  share exchange,  or other business combination in which the
     Company is the surviving parent corporation, stock split-up, combination of
     shares,  or  dividend  or other  distribution  payable in capital  stock or
     rights to acquire capital stock,  appropriate  adjustment  shall be made by
     the Board in the number and kind of shares  which may be granted  under the
     Plan.

8.   Tax  Withholding.  As a condition to the  purchase or award of shares,  the
     participant  shall make such  arrangements as the Board may require for the
     satisfaction  of any  federal,  state,  local or  foreign  withholding  tax
     obligations that may arise in connection with such purchase or award.

9.   Terms of the Plan.

     9.1  Effective Date. The Plan shall become effective on January 1, 2002.

     9.2  Termination  Date. The Plan shall  terminate at Midnight on January 1,
          2004, and no shares shall be awarded or sold after that time. The Plan
          may be suspended or terminated at any earlier time by the Board within
          the limitations set forth in Section 2.6.

10.  Non-Exclusivity  of the Plan.  Nothing contained in the Plan is intended to
     amend,  modify,  or rescind any  previously  approved  compensation  plans,
     programs  or  options  entered  into by the  Company.  This  Plan  shall be
     construed  to be in addition to and  independent  of any and all such other
     arrangements.  The adoption of the Plan by the Board shall not be construed
     as  creating  any  limitations  on the power of  authority  of the Board to
     adopt,  with or without  stockholder  approval,  such  additional  or other
     compensation  arrangements  as  the  Board  may  from  time  to  time  deem
     desirable.

11.  Governing  Law. The Plan and all rights and  obligations  under it shall be
     construed  and  enforced  in  accordance  with  the  laws of the  state  of
     California.

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We have issued our report  dated May 15,  2002,  accompanying  the  consolidated
financial statements of HouseHold Direct, Inc. and subsidiaries appearing in the
2000  Annual  Report of the Company to its  shareholders  and  accompanying  the
schedules  included  in the  Annual  Report on Form  10-KSB  for the year  ended
December  31,  2001 which is  incorporated  by  reference  in this  Registration
Statement.  We consent to the  incorporation  by reference  in the  Registration
Statement of the aforementioned report.

/s/ Bloom and Company, LLP
Hempstead, NY
July 3, 2002