Exhibit 4.1


                        AGREEMENT FOR CONSULTING SERVICES


AGREEMENT  made  and  entered  into  as of  this  4th day of  March,  2003  (the
"Agreement"),  by and between  Barrington  Foods  International,  Inc., a Nevada
corporation  (the "Company") with principal  offices in Las Vegas, NV and George
Patrick Shook, a Nevada resident ("Consultant").

Whereas,  the  Consultant is in the business of providing  services,  advice and
management  services to companies and the Company believes such experience is in
its best interest to utilize, and

Whereas,  the  Company  formally  desires to engage  Consultant  to  continue to
provide such services in accordance  with the terms and  conditions  hereinafter
set forth;

Now, therefore, the Company and Consultant agree as follows:

1. Engagement.  The Company agrees to engage Consultant and Consultant agrees to
provide services,  advice and management  services to the Company.  It is hereby
agreed and acknowledged that by this agreement,  Consultant is not made an agent
of the Company and shall not act as an authorized agent of the Company.

2. Term. The term of this agreement  shall commence on the date hereof and shall
continue for a period of six (6) months.

3.  Services.  Consultant  shall render advice and  assistance to the Company on
business related matters (the "Services") and in connection there with shall:

     (a) cause its  principals  to attend  meetings  of the  Company's  Board of
     Directors or Executive Committee (s) when so requested by the Company;

     (b) cause its  principals to attend  meetings at the request of the Company
     and review, analyze and report on proposed business opportunities;

     (c)  consult  with the  Company  concerning  on-going  strategic  corporate
     planning and long term investment  policies,  including any revision of the
     Company's business plan;

     (d) consult with,  advise and assist the Company in  identifying,  studying
     and evaluating  merger,  acquisition,  joint venture,  strategic  alliance,
     recapitalization and restructuring proposals,  including the preparation of
     reports and studies thereon when advisable,  and assist in negotiations and
     discussions pertaining thereto;

                                       1
<PAGE>
     (e) assist the Company in obtaining  technical and advisory assistance from
     other  professionals  where  necessary  or  advisable,  including,  but not
     limited to attorneys and accountants and assist such persons;

     (f) assist in the preparation and distribution of press releases,  whenever
     appropriate,  to be made  available  to the  press in  general,  customers,
     suppliers and selected NASD broker-dealers, financial institutions, and the
     Company's shareholders;

     (g) assist in the preparation and  distribution of corporate  brochures and
     research reports to selected NASD broker-dealers,  financial  institutions,
     and the Company's shareholders;

     (h) assist the  Company in  implementing  its  financial  public  relations
     program,  including, but not limited to distribution of collateral material
     to broker-dealer firms.

     (i) assist in the handling of outstanding  legal issues and cases regarding
     the company  including  having full  authority of the Board of Directors to
     settle any such matters.

     (j) provide the Company with advice related to aforementioned activities.

In connection with the Services to be rendered by Consultant,  Consultant  shall
report to the Board of Directors  and President of the Company and shall consult
with  those  individuals  on  behalf  of the  Company  in  connection  with  its
obligations  set forth  above.  Consultant  agrees to make itself  available  to
evaluate all proposals  that relate to any financing  undertaken by the Company,
subject to the limitations of Section 5 and 7 hereof.

Anything  to  the  contrary  herein   notwithstanding,   it  is  agreed  at  the
Consultant's  Services will not include any services that constitute opinions or
performance  of work  that is in the  ordinary  purview  of a  certified  public
accountant or attorney or any work that is the ordinary  purview of a registered
broker/dealer  or in  connection  with  or  related  to the  offer  or  sale  of
securities of the Company in a capital raising transaction.

4. Compensation.

     (a)  The  Company  shal1  cause  to  be  issued  to  the  Consultant,  as a
     non-refundable  retainer for prior services  rendered and for entering into
     this agreement  750,000 (seven hundred thousand) shares of its Common Stock
     which  shall be  issued  pursuant  to  registration  on Form S-8  under the
     Securities Act of 1933.

     (b)  A11   out-of-pocket   expenses  incurred  by  the  Consultant  in  the
     performance of the Services to be incurred  hereunder shall be borne by the
     Company and paid upon  submission  of  appropriate  documentation  thereof,
     provided, however, prior authorization is required for amounts in excess of
     $ 250.

                                       2
<PAGE>
5. Best Efforts  Basis.  Subject to Section 7 and the last sentence of Section 5
hereof,  Consultant  agrees that it will at all times faithfully and to the best
of its  experience,  ability  and  talents  perform  all the duties  that may be
required of it pursuant to the terms of this Agreement. The Company specifically
acknowledges and agrees, however, that the services to be rendered by Consultant
shal1 be conducted on a  "best-efforts"  basis and has not,  cannot and does not
guarantee  that its efforts  will have any impact on the  Company's  business or
that any subsequent financial improvement will result from its efforts.

6. Company's  Right to Approve  Transaction.  The Company  expressly  waives the
right to approve transactions introduced by Consultant that involves the Company
as a party to any  agreement.  Consultant  and the Company  mutually  agree that
Consultant is hereby authorized to enter any agreement on behalf of the Company.

7. Non-Exclusive  Services. The Company understands that Consultant is currently
providing  certain  advisory and  financial  public  relation  services to other
individuals  and entities and agrees that  Consultant is not prevented or barred
from  rendering  services  of the same  nature or a similar  nature to any other
individuals  or entities and  acknowledges  that such  Services may from time to
time conflict with the timing of and the rendering of Consultant's  services. In
addition,  Consultant  understands  and  agrees  that the  Company  shall not be
prevented or barred from retaining other persons or entities to provide services
of the same or similar nature as those provided by Consultant.

8. Information Regarding Company. Consultant represents and warrants that it has
received  copies of the  Company's  financial  statements  and other  disclosure
documents (collectively, the "Disclosure Documents"). Consultant represents that
it has read the Disclosure  Documents and has reviewed all such information with
its legal, financial and investment advisors to are extent it deemed such review
necessary or appropriate. Because of the Company's financial condition and other
factors,  the receipt of capital stock of the Company as compensation under this
Agreement  involves a high degree of risk,  including  the risks that such stock
may  substantially  decrease in value.  The Consultant  acknowledges and accepts
that  risk.  Consultant  further  represents  that  it  has  been  afforded  the
opportunity to discuss the Company with its management.  As a result, Consultant
is cognizant of the  financial  condition  and  operations  of the Company,  has
available full information  concerning its affairs and has been able to evaluate
the  merits  and  risks of being  compensated  in common  stock of the  Company.
Consultant  represents and warrants to the Company that it has received from the
Company and has otherwise had access to all information  necessary to verify the
accuracy of the information in the Disclosure Documents.

9.  Representations  and Warranties of the Company.  The Company  represents and
warrants to Consultant, each such representation and warranty being deemed to be
material, that:

                                       3
<PAGE>
     (a) The Company will cooperate  fully and timely with  consultant to enable
     Consultant to perform its obligations under this Agreement;

     (b) The execution and performance of this agreement by the Company has been
     duly authorized by the Board of Directors of the Company in accordance with
     applicable law;

     (c) The  performance  by the Company of this Agreement will not violate any
     applicable  court  decree,  law or  regulation  nor  it  will  violate  any
     provision of the organizational documents of the Company or any contractual
     obligation by which the Company may be bound;

     (d) Because  Consultant will rely upon information being supplied it by the
     Company,  all such information  shall be true,  accurate,  complete and not
     misleading, in all material respects;

     (e) The Shares,  when issued,  will be duly and validly issued,  fully paid
     and nonassessable with no personal liability to the ownership thereof;

     (f) The Company will act  diligently  and  promptly in reviewing  materials
     submitted  to it by  Consultant  to  enhance  timely  distribution  of such
     materials and will inform Consultant of any inaccuracies  contained therein
     prior to dissemination;

     (g) The services to be provided by Consultant to the Company  hereunder are
     not in connection with or related to the offer or sale of securities of the
     Company in a capital raising transaction.

10.  Representations  and Warranties of  Consultant.  By virtue of the execution
hereof,  and in order to  induce  the  Company  to enter  into  this  Agreement,
Consultant hereby represents and warrants to the Company as follows:

     (a) It has full power and authority to enter into this Agreement,  to enter
     into a consulting  relationship  with the Company and to otherwise  perform
     this Agreement in the time and manner contemplated;

     (b) It has the requisite  skill and  experience to perform the services and
     to carry out and fulfill its duties and obligations hereunder;

     (c) The services to be provided by Consultant to the Company  hereunder are
     not in connection with or related to the offer or sale of securities of the
     Company in a capital raising transaction,

                                       4
<PAGE>
     (d) Consultant is not an affiliate of or associated with any broker-dealers
     or  associated  with any finders which the doing or have done business with
     the Company.

11.  Liability of Consultant.  In furnishing the Company with management  advice
and other  services as herein  provided,  Consultant  shall not be liable to the
Company  or  its  creditors  for  errors  of  judgment  or for  anything  except
malfeasance  or gross  negligence in the  performance  of its duties or reckless
disregard of the obligations and duties under the terms of this Agreement. It is
further  understood  and  agreed  that  Consultant  may  rely  upon  information
furnished to it reasonably believed to be accurate and reliable and that, except
as set forth herein in the first paragraph of this Section 11,  Consultant shall
not be  accountable  for any loss  suffered  by the  Company  by  reason  of the
Company's  action or  non-action on the basis of any advice,  recommendation  or
approval of Consultant.

The parties further acknowledge that Consultant undertakes no responsibility for
the  accuracy of any  statements  to be made by  management  contained  in press
releases or other  communications,  including,  but not limited to, filings with
the  Securities  and  Exchange  Commission  and  the  National   Association  of
Securities Dealers, Inc.

12.  Confidentiality.  Until  such time as the same may become  publicly  known,
Consultant  agrees  that  any  information  provided  it by  the  Company,  of a
confidential nature will not be revealed or disclosed to any person or entities,
except in the performance of this Agreement,  and upon completion of the term of
this  Agreement  and upon the  written  request  of the  Company,  any  original
documentation  provided by the Company will be returned to it.  Consultant will,
where it deems necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with confidential
material.

13. Notice. All notices, requests, demands and other communications provided for
by this Agreement shall,  where  practical,  be m writing and shall be deemed to
have been given when mailed at any general or branch  United  States Post office
enclosed in a certified  post-paid  envelope and addressed to the address of the
respective party first above stated.  Any notice of change of address shall only
be effective however, when received.

14. Successors and Assigns.  This Agreement shall inure to the benefit of and be
binding upon the  Company,  its  successors,  and  assigns,  including,  without
limitation,  any corporation  which may acquire all or substantially  all of the
Company's  assets and business or into which the Company may be  consolidated or
merged and Consultant and its successors and assigns.

Consultant agrees that it will not sell,  assign,  transfer,  convey,  pledge or
encumber  this  Agreement or his right,  title or interest  herein,  without the
prior written  consent of the Company,  this Agreement  being intended to secure
the personal services of Consultant.

                                       5
<PAGE>
15. Termination. Consultant agrees that the Company may terminate this Agreement
at any time providing  prior written  notice of  termination to Consultant.  Any
notice of termination shall only be effective however, when received.

The Company  agrees that the Company may  terminate  this  Agreement at any time
providing  prior written  notice of  termination  to the Company.  Any notice of
termination shall only be effective however, when received.

16.  Applicable  Law. This Agreement shall be deemed to be a contract made under
the laws of the State of Nevada,  and for all  purposes  shall be  construed  in
accordance with the laws of said state. The Company
     (i) agrees  that any legal  suit,  action or  proceeding  arising out of or
     relating to this Agreement shall be instituted  exclusively in Nevada State
     District Court, County of Clark, or in the United States District Court for
     the State of Nevada,
     (ii) waives any  objection  which the Company may have now or  hereafter to
     the venue of any such suit, action, or proceeding, and
     (iii) gives  irrevocable  consent to the  jurisdiction  of the Nevada State
     District Court,  County of Clark,  and the United States District Court for
     the State of Nevada in any such suit, action or proceeding.

17. Other Agreements.  This Agreement  supersedes all prior  understandings  and
agreements  between  the  parties  It may not be amended  orally,  but only by a
writing signed by the parties hereto.

18.  Non-Waiver.  No delay or failure by either  party in  exercising  any right
under this  Agreement,  and no partial or single  exercise  of that right  shall
constitutes a waiver of that or any other right.

19. Heading.  Headings in this Agreement are for convenience  only and shall not
be used to interpret or construe its provisions.

20.  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which  shal1 be  deemed  an  original  but all of which  together  shall
constitute one and the same instrument.

In Witness Whereof,  the parties hereto have executed this Agreement the day and
year first above written.

Barrington Foods International, Inc.        George Patrick Shook



By                                          By
   --------------------------------            ---------------------------------

                                       6
<PAGE>
                        AGREEMENT FOR CONSULTING SERVICES


AGREEMENT  made  and  entered  into  as of  this  4th day of  March,  2003  (the
"Agreement"),  by and between  Barrington  Foods  International,  Inc., a Nevada
corporation  (the "Company")  with principal  offices in Las Vegas, NV and Darin
Glauner, a Nevada resident ("Consultant").

Whereas,  the  Consultant is in the business of providing  services,  advice and
management  services to companies and the Company believes such experience is in
its best interest to utilize, and

Whereas,  the  Company  formally  desires to engage  Consultant  to  continue to
provide such services in accordance  with the terms and  conditions  hereinafter
set forth;

Now, therefore, the Company and Consultant agree as follows:

1. Engagement.  The Company agrees to engage Consultant and Consultant agrees to
provide services,  advice and management  services to the Company.  It is hereby
agreed and acknowledged that by this agreement,  Consultant is not made an agent
of the Company and shall not act as an authorized agent of the Company.

2. Term. The term of this agreement  shall commence on the date hereof and shall
continue for a period of six (6) months.

3.  Services.  Consultant  shall render advice and  assistance to the Company on
business related matters (the "Services") and in connection there with shall:

     (a) cause its  principals  to attend  meetings  of the  Company's  Board of
     Directors or Executive Committee (s) when so requested by the Company;

     (b) cause its  principals to attend  meetings at the request of the Company
     and review, analyze and report on proposed business opportunities;

     (c)  consult  with the  Company  concerning  on-going  strategic  corporate
     planning and long term investment  policies,  including any revision of the
     Company's business plan;

     (d) consult with,  advise and assist the Company in  identifying,  studying
     and evaluating  merger,  acquisition,  joint venture,  strategic  alliance,
     recapitalization and restructuring proposals,  including the preparation of
     reports and studies thereon when advisable,  and assist in negotiations and
     discussions pertaining thereto;

                                       1
<PAGE>
     (e) assist the Company in obtaining  technical and advisory assistance from
     other  professionals  where  necessary  or  advisable,  including,  but not
     limited to attorneys and accountants and assist such persons;

     (f) assist in the preparation and distribution of press releases,  whenever
     appropriate,  to be made  available  to the  press in  general,  customers,
     suppliers and selected NASD broker-dealers, financial institutions, and the
     Company's shareholders;

     (g) assist in the preparation and  distribution of corporate  brochures and
     research reports to selected NASD broker-dealers,  financial  institutions,
     and the Company's shareholders;

     (h) assist the  Company in  implementing  its  financial  public  relations
     program,  including, but not limited to distribution of collateral material
     to broker-dealer firms.

     (i) assist in the handling of outstanding  legal issues and cases regarding
     the company  including  having full  authority of the Board of Directors to
     settle any such matters.

     (j) provide the Company with advice related to aforementioned activities.

In connection with the Services to be rendered by Consultant,  Consultant  shall
report to the Board of Directors  and President of the Company and shall consult
with  those  individuals  on  behalf  of the  Company  in  connection  with  its
obligations  set forth  above.  Consultant  agrees to make itself  available  to
evaluate all proposals  that relate to any financing  undertaken by the Company,
subject to the limitations of Section 5 and 7 hereof.

Anything  to  the  contrary  herein   notwithstanding,   it  is  agreed  at  the
Consultant's  Services will not include any services that constitute opinions or
performance  of work  that is in the  ordinary  purview  of a  certified  public
accountant or attorney or any work that is the ordinary  purview of a registered
broker/dealer  or in  connection  with  or  related  to the  offer  or  sale  of
securities of the Company in a capital raising transaction.

4. Compensation.

     (a)  The  Company  shal1  cause  to  be  issued  to  the  Consultant,  as a
     non-refundable  retainer for prior services  rendered and for entering into
     this agreement  850,000 (seven hundred thousand) shares of its Common Stock
     which  shall be  issued  pursuant  to  registration  on Form S-8  under the
     Securities Act of 1933.

     (b)  A11   out-of-pocket   expenses  incurred  by  the  Consultant  in  the
     performance of the Services to be incurred  hereunder shall be borne by the
     Company and paid upon  submission  of  appropriate  documentation  thereof,
     provided, however, prior authorization is required for amounts in excess of
     $ 250.

                                       2
<PAGE>
5. Best Efforts  Basis.  Subject to Section 7 and the last sentence of Section 5
hereof,  Consultant  agrees that it will at all times faithfully and to the best
of its  experience,  ability  and  talents  perform  all the duties  that may be
required of it pursuant to the terms of this Agreement. The Company specifically
acknowledges and agrees, however, that the services to be rendered by Consultant
shal1 be conducted on a  "best-efforts"  basis and has not,  cannot and does not
guarantee  that its efforts  will have any impact on the  Company's  business or
that any subsequent financial improvement will result from its efforts.

6. Company's  Right to Approve  Transaction.  The Company  expressly  waives the
right to approve transactions introduced by Consultant that involves the Company
as a party to any  agreement.  Consultant  and the Company  mutually  agree that
Consultant is hereby authorized to enter any agreement on behalf of the Company.

7. Non-Exclusive  Services. The Company understands that Consultant is currently
providing  certain  advisory and  financial  public  relation  services to other
individuals  and entities and agrees that  Consultant is not prevented or barred
from  rendering  services  of the same  nature or a similar  nature to any other
individuals  or entities and  acknowledges  that such  Services may from time to
time conflict with the timing of and the rendering of Consultant's  services. In
addition,  Consultant  understands  and  agrees  that the  Company  shall not be
prevented or barred from retaining other persons or entities to provide services
of the same or similar nature as those provided by Consultant.

8. Information Regarding Company. Consultant represents and warrants that it has
received  copies of the  Company's  financial  statements  and other  disclosure
documents (collectively, the "Disclosure Documents"). Consultant represents that
it has read the Disclosure  Documents and has reviewed all such information with
its legal, financial and investment advisors to are extent it deemed such review
necessary or appropriate. Because of the Company's financial condition and other
factors,  the receipt of capital stock of the Company as compensation under this
Agreement  involves a high degree of risk,  including  the risks that such stock
may  substantially  decrease in value.  The Consultant  acknowledges and accepts
that  risk.  Consultant  further  represents  that  it  has  been  afforded  the
opportunity to discuss the Company with its management.  As a result, Consultant
is cognizant of the  financial  condition  and  operations  of the Company,  has
available full information  concerning its affairs and has been able to evaluate
the  merits  and  risks of being  compensated  in common  stock of the  Company.
Consultant  represents and warrants to the Company that it has received from the
Company and has otherwise had access to all information  necessary to verify the
accuracy of the information in the Disclosure Documents.

9.  Representations  and Warranties of the Company.  The Company  represents and
warrants to Consultant, each such representation and warranty being deemed to be
material, that:

                                       3
<PAGE>
     (a) The Company will cooperate  fully and timely with  consultant to enable
     Consultant to perform its obligations under this Agreement;

     (b) The execution and performance of this agreement by the Company has been
     duly authorized by the Board of Directors of the Company in accordance with
     applicable law;

     (c) The  performance  by the Company of this Agreement will not violate any
     applicable  court  decree,  law or  regulation  nor  it  will  violate  any
     provision of the organizational documents of the Company or any contractual
     obligation by which the Company may be bound;

     (d) Because  Consultant will rely upon information being supplied it by the
     Company,  all such information  shall be true,  accurate,  complete and not
     misleading, in all material respects;

     (e) The Shares,  when issued,  will be duly and validly issued,  fully paid
     and nonassessable with no personal liability to the ownership thereof;

     (f) The Company will act  diligently  and  promptly in reviewing  materials
     submitted  to it by  Consultant  to  enhance  timely  distribution  of such
     materials and will inform Consultant of any inaccuracies  contained therein
     prior to dissemination;

     (g) The services to be provided by Consultant to the Company  hereunder are
     not in connection with or related to the offer or sale of securities of the
     Company in a capital raising transaction.

10.  Representations  and Warranties of  Consultant.  By virtue of the execution
hereof,  and in order to  induce  the  Company  to enter  into  this  Agreement,
Consultant hereby represents and warrants to the Company as follows:

     (a) It has full power and authority to enter into this Agreement,  to enter
     into a consulting  relationship  with the Company and to otherwise  perform
     this Agreement in the time and manner contemplated;

     (b) It has the requisite  skill and  experience to perform the services and
     to carry out and fulfill its duties and obligations hereunder;

     (c) The services to be provided by Consultant to the Company  hereunder are
     not in connection with or related to the offer or sale of securities of the
     Company in a capital raising transaction,

                                       4
<PAGE>
     (d) Consultant is not an affiliate of or associated with any broker-dealers
     or  associated  with any finders which the doing or have done business with
     the Company.

11.  Liability of Consultant.  In furnishing the Company with management  advice
and other  services as herein  provided,  Consultant  shall not be liable to the
Company  or  its  creditors  for  errors  of  judgment  or for  anything  except
malfeasance  or gross  negligence in the  performance  of its duties or reckless
disregard of the obligations and duties under the terms of this Agreement. It is
further  understood  and  agreed  that  Consultant  may  rely  upon  information
furnished to it reasonably believed to be accurate and reliable and that, except
as set forth herein in the first paragraph of this Section 11,  Consultant shall
not be  accountable  for any loss  suffered  by the  Company  by  reason  of the
Company's  action or  non-action on the basis of any advice,  recommendation  or
approval of Consultant.

The parties further acknowledge that Consultant undertakes no responsibility for
the  accuracy of any  statements  to be made by  management  contained  in press
releases or other  communications,  including,  but not limited to, filings with
the  Securities  and  Exchange  Commission  and  the  National   Association  of
Securities Dealers, Inc.

12.  Confidentiality.  Until  such time as the same may become  publicly  known,
Consultant  agrees  that  any  information  provided  it by  the  Company,  of a
confidential nature will not be revealed or disclosed to any person or entities,
except in the performance of this Agreement,  and upon completion of the term of
this  Agreement  and upon the  written  request  of the  Company,  any  original
documentation  provided by the Company will be returned to it.  Consultant will,
where it deems necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with confidential
material.

13. Notice. All notices, requests, demands and other communications provided for
by this Agreement shall,  where  practical,  be m writing and shall be deemed to
have been given when mailed at any general or branch  United  States Post office
enclosed in a certified  post-paid  envelope and addressed to the address of the
respective party first above stated.  Any notice of change of address shall only
be effective however, when received.

14. Successors and Assigns.  This Agreement shall inure to the benefit of and be
binding upon the  Company,  its  successors,  and  assigns,  including,  without
limitation,  any corporation  which may acquire all or substantially  all of the
Company's  assets and business or into which the Company may be  consolidated or
merged and Consultant and its successors and assigns.

Consultant agrees that it will not sell,  assign,  transfer,  convey,  pledge or
encumber  this  Agreement or his right,  title or interest  herein,  without the
prior written  consent of the Company,  this Agreement  being intended to secure
the personal services of Consultant.

                                       5
<PAGE>
15. Termination. Consultant agrees that the Company may terminate this Agreement
at any time providing  prior written  notice of  termination to Consultant.  Any
notice of termination shall only be effective however, when received.

The Company  agrees that the Company may  terminate  this  Agreement at any time
providing  prior written  notice of  termination  to the Company.  Any notice of
termination shall only be effective however, when received.

16.  Applicable  Law. This Agreement shall be deemed to be a contract made under
the laws of the State of Nevada,  and for all  purposes  shall be  construed  in
accordance with the laws of said state. The Company
     (i) agrees  that any legal  suit,  action or  proceeding  arising out of or
     relating to this Agreement shall be instituted  exclusively in Nevada State
     District Court, County of Clark, or in the United States District Court for
     the State of Nevada,
     (ii) waives any  objection  which the Company may have now or  hereafter to
     the venue of any such suit, action, or proceeding, and
     (iii) gives  irrevocable  consent to the  jurisdiction  of the Nevada State
     District Court,  County of Clark,  and the United States District Court for
     the State of Nevada in any such suit, action or proceeding.

17. Other Agreements.  This Agreement  supersedes all prior  understandings  and
agreements  between  the  parties  It may not be amended  orally,  but only by a
writing signed by the parties hereto.

18.  Non-Waiver.  No delay or failure by either  party in  exercising  any right
under this  Agreement,  and no partial or single  exercise  of that right  shall
constitutes a waiver of that or any other right.

19. Heading.  Headings in this Agreement are for convenience  only and shall not
be used to interpret or construe its provisions.

20.  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which  shal1 be  deemed  an  original  but all of which  together  shall
constitute one and the same instrument.

In Witness Whereof,  the parties hereto have executed this Agreement the day and
year first above written.

Barrington Foods International, Inc.        Darin Glauner



By                                          By
   ---------------------------------           ---------------------------------

                                       6
<PAGE>
                        AGREEMENT FOR CONSULTING SERVICES


AGREEMENT  made  and  entered  into  as of  this  4th day of  March,  2003  (the
"Agreement"),  by and between  Barrington  Foods  International,  Inc., a Nevada
corporation  (the "Company")  with principal  offices in Las Vegas, NV and James
Kestler, a Nevada resident ("Consultant").

Whereas,  the  Consultant is in the business of providing  services,  advice and
management  services to companies and the Company believes such experience is in
its best interest to utilize, and

Whereas,  the  Company  formally  desires to engage  Consultant  to  continue to
provide such services in accordance  with the terms and  conditions  hereinafter
set forth;

Now, therefore, the Company and Consultant agree as follows:

1. Engagement.  The Company agrees to engage Consultant and Consultant agrees to
provide services,  advice and management  services to the Company.  It is hereby
agreed and acknowledged that by this agreement,  Consultant is not made an agent
of the Company and shall not act as an authorized agent of the Company.

2. Term. The term of this agreement  shall commence on the date hereof and shall
continue for a period of six (6) months.

3.  Services.  Consultant  shall render advice and  assistance to the Company on
business related matters (the "Services") and in connection there with shall:

     (a) cause its  principals  to attend  meetings  of the  Company's  Board of
     Directors or Executive Committee (s) when so requested by the Company;

     (b) cause its  principals to attend  meetings at the request of the Company
     and review, analyze and report on proposed business opportunities;

     (c)  consult  with the  Company  concerning  on-going  strategic  corporate
     planning and long term investment  policies,  including any revision of the
     Company's business plan;

     (d) consult with,  advise and assist the Company in  identifying,  studying
     and evaluating  merger,  acquisition,  joint venture,  strategic  alliance,
     recapitalization and restructuring proposals,  including the preparation of
     reports and studies thereon when advisable,  and assist in negotiations and
     discussions pertaining thereto;

                                       1
<PAGE>
     (e) assist the Company in obtaining  technical and advisory assistance from
     other  professionals  where  necessary  or  advisable,  including,  but not
     limited to attorneys and accountants and assist such persons;

     (f) assist in the preparation and distribution of press releases,  whenever
     appropriate,  to be made  available  to the  press in  general,  customers,
     suppliers and selected NASD broker-dealers, financial institutions, and the
     Company's shareholders;

     (g) assist in the preparation and  distribution of corporate  brochures and
     research reports to selected NASD broker-dealers,  financial  institutions,
     and the Company's shareholders;

     (h) assist the  Company in  implementing  its  financial  public  relations
     program,  including, but not limited to distribution of collateral material
     to broker-dealer firms.

     (i) assist in the handling of outstanding  legal issues and cases regarding
     the company  including  having full  authority of the Board of Directors to
     settle any such matters.

     (j) provide the Company with advice related to aforementioned activities.

In connection with the Services to be rendered by Consultant,  Consultant  shall
report to the Board of Directors  and President of the Company and shall consult
with  those  individuals  on  behalf  of the  Company  in  connection  with  its
obligations  set forth  above.  Consultant  agrees to make itself  available  to
evaluate all proposals  that relate to any financing  undertaken by the Company,
subject to the limitations of Section 5 and 7 hereof.

Anything  to  the  contrary  herein   notwithstanding,   it  is  agreed  at  the
Consultant's  Services will not include any services that constitute opinions or
performance  of work  that is in the  ordinary  purview  of a  certified  public
accountant or attorney or any work that is the ordinary  purview of a registered
broker/dealer  or in  connection  with  or  related  to the  offer  or  sale  of
securities of the Company in a capital raising transaction.

4. Compensation.

     (a)  The  Company  shal1  cause  to  be  issued  to  the  Consultant,  as a
     non-refundable  retainer for prior services  rendered and for entering into
     this agreement  900,000 (nine hundred  thousand) shares of its Common Stock
     which  shall be  issued  pursuant  to  registration  on Form S-8  under the
     Securities Act of 1933.

     (b)  A11   out-of-pocket   expenses  incurred  by  the  Consultant  in  the
     performance of the Services to be incurred  hereunder shall be borne by the
     Company and paid upon  submission  of  appropriate  documentation  thereof,
     provided, however, prior authorization is required for amounts in excess of
     $250.

                                       2
<PAGE>
5. Best Efforts  Basis.  Subject to Section 7 and the last sentence of Section 5
hereof,  Consultant  agrees that it will at all times faithfully and to the best
of its  experience,  ability  and  talents  perform  all the duties  that may be
required of it pursuant to the terms of this Agreement. The Company specifically
acknowledges and agrees, however, that the services to be rendered by Consultant
shal1 be conducted on a  "best-efforts"  basis and has not,  cannot and does not
guarantee  that its efforts  will have any impact on the  Company's  business or
that any subsequent financial improvement will result from its efforts.

6. Company's  Right to Approve  Transaction.  The Company  expressly  waives the
right to approve transactions introduced by Consultant that involves the Company
as a party to any  agreement.  Consultant  and the Company  mutually  agree that
Consultant is hereby authorized to enter any agreement on behalf of the Company.

7. Non-Exclusive  Services. The Company understands that Consultant is currently
providing  certain  advisory and  financial  public  relation  services to other
individuals  and entities and agrees that  Consultant is not prevented or barred
from  rendering  services  of the same  nature or a similar  nature to any other
individuals  or entities and  acknowledges  that such  Services may from time to
time conflict with the timing of and the rendering of Consultant's  services. In
addition,  Consultant  understands  and  agrees  that the  Company  shall not be
prevented or barred from retaining other persons or entities to provide services
of the same or similar nature as those provided by Consultant.

8. Information Regarding Company. Consultant represents and warrants that it has
received  copies of the  Company's  financial  statements  and other  disclosure
documents (collectively, the "Disclosure Documents"). Consultant represents that
it has read the Disclosure  Documents and has reviewed all such information with
its legal, financial and investment advisors to are extent it deemed such review
necessary or appropriate. Because of the Company's financial condition and other
factors,  the receipt of capital stock of the Company as compensation under this
Agreement  involves a high degree of risk,  including  the risks that such stock
may  substantially  decrease in value.  The Consultant  acknowledges and accepts
that  risk.  Consultant  further  represents  that  it  has  been  afforded  the
opportunity to discuss the Company with its management.  As a result, Consultant
is cognizant of the  financial  condition  and  operations  of the Company,  has
available full information  concerning its affairs and has been able to evaluate
the  merits  and  risks of being  compensated  in common  stock of the  Company.
Consultant  represents and warrants to the Company that it has received from the
Company and has otherwise had access to all information  necessary to verify the
accuracy of the information in the Disclosure Documents.

9.  Representations  and Warranties of the Company.  The Company  represents and
warrants to Consultant, each such representation and warranty being deemed to be
material, that:

                                       3
<PAGE>
     (a) The Company will cooperate  fully and timely with  consultant to enable
     Consultant to perform its obligations under this Agreement;

     (b) The execution and performance of this agreement by the Company has been
     duly authorized by the Board of Directors of the Company in accordance with
     applicable law;

     (c) The  performance  by the Company of this Agreement will not violate any
     applicable  court  decree,  law or  regulation  nor  it  will  violate  any
     provision of the organizational documents of the Company or any contractual
     obligation by which the Company may be bound;

     (d) Because  Consultant will rely upon information being supplied it by the
     Company,  all such information  shall be true,  accurate,  complete and not
     misleading, in all material respects;

     (e) The Shares,  when issued,  will be duly and validly issued,  fully paid
     and nonassessable with no personal liability to the ownership thereof;

     (f) The Company will act  diligently  and  promptly in reviewing  materials
     submitted  to it by  Consultant  to  enhance  timely  distribution  of such
     materials and will inform Consultant of any inaccuracies  contained therein
     prior to dissemination;

     (g) The services to be provided by Consultant to the Company  hereunder are
     not in connection with or related to the offer or sale of securities of the
     Company in a capital raising transaction.

10.  Representations  and Warranties of  Consultant.  By virtue of the execution
hereof,  and in order to  induce  the  Company  to enter  into  this  Agreement,
Consultant hereby represents and warrants to the Company as follows:

     (a) It has full power and authority to enter into this Agreement,  to enter
     into a consulting  relationship  with the Company and to otherwise  perform
     this Agreement in the time and manner contemplated;

     (b) It has the requisite  skill and  experience to perform the services and
     to carry out and fulfill its duties and obligations hereunder;

     (c) The services to be provided by Consultant to the Company  hereunder are
     not in connection with or related to the offer or sale of securities of the
     Company in a capital raising transaction,

                                       4
<PAGE>
     (d) Consultant is not an affiliate of or associated with any broker-dealers
     or  associated  with any finders which the doing or have done business with
     the Company.

11.  Liability of Consultant.  In furnishing the Company with management  advice
and other  services as herein  provided,  Consultant  shall not be liable to the
Company  or  its  creditors  for  errors  of  judgment  or for  anything  except
malfeasance  or gross  negligence in the  performance  of its duties or reckless
disregard of the obligations and duties under the terms of this Agreement. It is
further  understood  and  agreed  that  Consultant  may  rely  upon  information
furnished to it reasonably believed to be accurate and reliable and that, except
as set forth herein in the first paragraph of this Section 11,  Consultant shall
not be  accountable  for any loss  suffered  by the  Company  by  reason  of the
Company's  action or  non-action on the basis of any advice,  recommendation  or
approval of Consultant.

The parties further acknowledge that Consultant undertakes no responsibility for
the  accuracy of any  statements  to be made by  management  contained  in press
releases or other  communications,  including,  but not limited to, filings with
the  Securities  and  Exchange  Commission  and  the  National   Association  of
Securities Dealers, Inc.

12.  Confidentiality.  Until  such time as the same may become  publicly  known,
Consultant  agrees  that  any  information  provided  it by  the  Company,  of a
confidential nature will not be revealed or disclosed to any person or entities,
except in the performance of this Agreement,  and upon completion of the term of
this  Agreement  and upon the  written  request  of the  Company,  any  original
documentation  provided by the Company will be returned to it.  Consultant will,
where it deems necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with confidential
material.

13. Notice. All notices, requests, demands and other communications provided for
by this Agreement shall,  where  practical,  be m writing and shall be deemed to
have been given when mailed at any general or branch  United  States Post office
enclosed in a certified  post-paid  envelope and addressed to the address of the
respective party first above stated.  Any notice of change of address shall only
be effective however, when received.

14. Successors and Assigns.  This Agreement shall inure to the benefit of and be
binding upon the  Company,  its  successors,  and  assigns,  including,  without
limitation,  any corporation  which may acquire all or substantially  all of the
Company's  assets and business or into which the Company may be  consolidated or
merged and Consultant and its successors and assigns.

Consultant agrees that it will not sell,  assign,  transfer,  convey,  pledge or
encumber  this  Agreement or his right,  title or interest  herein,  without the
prior written  consent of the Company,  this Agreement  being intended to secure
the personal services of Consultant.

                                       5
<PAGE>
15. Termination. Consultant agrees that the Company may terminate this Agreement
at any time providing  prior written  notice of  termination to Consultant.  Any
notice of termination shall only be effective however, when received.

The Company  agrees that the Company may  terminate  this  Agreement at any time
providing  prior written  notice of  termination  to the Company.  Any notice of
termination shall only be effective however, when received.

16.  Applicable  Law. This Agreement shall be deemed to be a contract made under
the laws of the State of Nevada,  and for all  purposes  shall be  construed  in
accordance with the laws of said state. The Company
     (i) agrees  that any legal  suit,  action or  proceeding  arising out of or
     relating to this Agreement shall be instituted  exclusively in Nevada State
     District Court, County of Clark, or in the United States District Court for
     the State of Nevada,
     (ii) waives any  objection  which the Company may have now or  hereafter to
     the venue of any such suit, action, or proceeding, and
     (iii) gives  irrevocable  consent to the  jurisdiction  of the Nevada State
     District Court,  County of Clark,  and the United States District Court for
     the State of Nevada in any such suit, action or proceeding.

17. Other Agreements.  This Agreement  supersedes all prior  understandings  and
agreements  between  the  parties  It may not be amended  orally,  but only by a
writing signed by the parties hereto.

18.  Non-Waiver.  No delay or failure by either  party in  exercising  any right
under this  Agreement,  and no partial or single  exercise  of that right  shall
constitutes a waiver of that or any other right.

19. Heading.  Headings in this Agreement are for convenience  only and shall not
be used to interpret or construe its provisions.

20.  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which  shall be  deemed  an  original  but all of which  together  shall
constitute one and the same instrument.

In Witness Whereof,  the parties hereto have executed this Agreement the day and
year first above written.

Barrington Foods International, Inc.        James Kestler



By                                          By
   ---------------------------------           ---------------------------------

                                       6