EXHIBIT 4.2

                             COMPENSATION AGREEMENT

         This Compensation Agreement is dated as of November 15, 2002 among iBiz
Technology, Inc., a Nevada corporation (the "Company") and Sichenzia Ross
Friedman Ference LLP ("Consultants").

         WHEREAS, the Consultants have provided and will continue to provide the
Company with legal services in connection with their business; and

         WHEREAS, the Company wishes to compensate the Consultants with shares
of its common stock for such services rendered;

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

         1. The Company will issue Two Million shares of the Company's common
stock, $.001 par value per share, to Gregory Sichenzia.

         2. The above compensation shall be registered using a Form S-8. The
Company shall file such Form S-8 with the Securities and Exchange Commission
within 30 days of the execution of this agreement.

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

                                            iBIZ TECHNOLOGY CORP

                                            /s/Kenneth W. Schilling
                                            -----------------------
                                            President

                                            SICHENZIA ROSS FRIEDMAN FERENCE LLP

                                            /s/Gregory Sichenzia
                                            --------------------
                                            Gregory Sichenzia, Partner