As filed with the Securities and Exchange Commission on
                          February 8, 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
                  _____________________________________________

                                   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
  Title of                           maximum          maximum          Amount of
Securities to      Amount to be   offering price     Aggregate      registration
be registered       registered       per share     offering Price          fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock
(par value 0.001)   20,000,000        $0.013          $260,000         $65.00
--------------------------------------------------------------------------------

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 20,000,000
options and common stock at $0.013 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, 2000 (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, 2000 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 February 8, 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                  February 8, 2002
John D. Folger

/s/ Ann Jameson           Vice President, Secretary,         February 8, 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

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)                       7,000,000

    4.1 (b)                       1,000,000

    4.1 (c)                       1,000,000

    4.1 (d)                       1,000,000









                                                                 Exhibit 4.1(a)



                              CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of February
8, 2002, by and between  Stephen J. Fryer,  2201 Alta Vista,  Newport Beach,  CA
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 February 8, 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
7,000,000  shares of the Company's Common Stock with an exercise price at $0.013
per share, which option shall expire on February 8, 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






                                                                  Exhibit 4.1(b)


                              CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of February
8, 2002, by and between Rebecca Wilson,  2781 W. MacArthur Blvd.,  Santa Ana, CA
92704,  ("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 February 8, 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
1,000,000  shares of the Company's Common Stock with an exercise price at $0.013
per share, which option shall expire on February 8, 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/ Rebecca Wilson
-------------------                                         --------------------
John D. Folger, CEO                                         Rebecca Wilson






                                                                 Exhibit 4.1 (c)



                              CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of February
8, 2002, by and between Marmar Salimian,  25432 Cadillac Drive, Laguna Hills, CA
92653  ("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 February 8, 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
1,000,000  shares of the Company's Common Stock with an exercise price at $0.013
per share, which option shall expire on February 8, 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/ Marmar Salimian
-------------------                                          -------------------
John D. Folger, CEO                                          Marmar Salimian



                                                                 Exhibit 4.1 (d)


                              CONSULTING AGREEMENT


     This Consulting Agreement (the "Consulting  Agreement") made as of February
8, 2002, by and between Valerie Fryer, 10 Gretel Court, Newport Beach, CA 92663,
("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 February 8, 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
1,000,000  shares of the Company's Common Stock with an exercise price at $0.013
per share, which option shall expire on February 8, 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/ Valerie Fryer
--------------------                                          ------------------
John D. Folger, CEO                                           Valerie Fryer
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 49566}]
{"company-data": {"conformed-name": "HOUSEHOLD DIRECT COM INC", "cik": "0001043884", "assigned-sic": "9995", "irs-number": "510388634", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82456", "film-number": "02532594"}, "business-address": {"street1": "900 MAIN STREET SOUTH", "city": "SOUTHBURY", "state": "CT", "zip": "06488", "phone": "2032671400"}, "mail-address": {"street1": "900 MAIN STREET SOUTH", "city": "SOUTHBURY", "state": "CT", "zip": "06488"}, "former-company": {"former-conformed-name": "CROSS CHECK CORP", "date-changed": "19991103"}}
As filed with the Securities and Exchange Commission on
                          February 8, 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
                  _____________________________________________

                                   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
  Title of                           maximum          maximum          Amount of
Securities to      Amount to be   offering price     Aggregate      registration
be registered       registered       per share     offering Price          fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Common Stock
(par value 0.001)   20,000,000        $0.013          $260,000         $65.00
--------------------------------------------------------------------------------

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 20,000,000
options and common stock at $0.013 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, 2000 (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, 2000 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 February 8, 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                  February 8, 2002
John D. Folger

/s/ Ann Jameson           Vice President, Secretary,         February 8, 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

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)                       7,000,000

    4.1 (b)                       1,000,000

    4.1 (c)                       1,000,000

    4.1 (d)                       1,000,000

                                                                 Exhibit 4.1(a)

                              CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of February
8, 2002, by and between  Stephen J. Fryer,  2201 Alta Vista,  Newport Beach,  CA
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 February 8, 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
7,000,000  shares of the Company's Common Stock with an exercise price at $0.013
per share, which option shall expire on February 8, 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

                                                                  Exhibit 4.1(b)

                              CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of February
8, 2002, by and between Rebecca Wilson,  2781 W. MacArthur Blvd.,  Santa Ana, CA
92704,  ("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 February 8, 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
1,000,000  shares of the Company's Common Stock with an exercise price at $0.013
per share, which option shall expire on February 8, 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/ Rebecca Wilson
-------------------                                         --------------------
John D. Folger, CEO                                         Rebecca Wilson

                                                                 Exhibit 4.1 (c)

                              CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of February
8, 2002, by and between Marmar Salimian,  25432 Cadillac Drive, Laguna Hills, CA
92653  ("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 February 8, 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
1,000,000  shares of the Company's Common Stock with an exercise price at $0.013
per share, which option shall expire on February 8, 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/ Marmar Salimian
-------------------                                          -------------------
John D. Folger, CEO                                          Marmar Salimian

                                                                 Exhibit 4.1 (d)

                              CONSULTING AGREEMENT

     This Consulting Agreement (the "Consulting  Agreement") made as of February
8, 2002, by and between Valerie Fryer, 10 Gretel Court, Newport Beach, CA 92663,
("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 February 8, 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
1,000,000  shares of the Company's Common Stock with an exercise price at $0.013
per share, which option shall expire on February 8, 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/ Valerie Fryer
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John D. Folger, CEO                                           Valerie Fryer