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                                                                   Exhibit 4.1


                                                                 1
                           EXCELSIOR MANAGEMENT, LLC
                           -------------------------



This Agreement (the "Agreement") is made and entered into this 1st day of April,
2003 by and between MicroSignal Corporation ("MSGL"), a Nevada corporation and
Richard A. Taulli as COO of Excelsior Management, LLC ("EXC"), a Nevada limited
liability company.

1) TERM: EXC will perform services outlined below for a period of 60 CALENDAR
                                                                  -----------
   DAYS.
   -----

     1a) The service term shall commence on the 1st day of April 2003 and extend
through the 1st day June 2003.

     1b) The Internet and Email advertising campaigns shall be performed on
         selected days during the specified term of this Agreement.

2)   CONSIDERATION: In consideration for the services to be provided by EXC
     under this Agreement, MSGL shall issue to EXC:

     2A) One million two hundred thousand (1,200,000) shares of common stock of
         MSGL registered through an S-8 filing.

     2B) Stock shall be deposited into the following account:

                  Excelsior Management, LLC
                  NevWest Securities
                  2654 West Horizon Ridge Parkway, Suite B-3
                  Henderson, Nevada 89052
                  Attn: Daryl O. Anderson, Director of Corporate Finance
                  Tel:     702-938-0606
                  Fax:     702-257-4651
                  Account Number:   2979-9530
                  DTC Number:       0733     Wells Fargo Investments

3) SERVICES: EXC or its affiliates agrees to perform the following services for
   MSGL:

     3A) WEB SITE CONTENT DEVELOPMENT.
          (i)  Recommend and assist in the enhancement of MSGL web site
               structure, layout and content.

     3B) SALES AND MARKETING DEVELOPMENT VIA CUSTOMER IDENTIFICATION AND SALES
         MESSAGE.
          (i)  Identify MSGL's potential Internet market, sales and customers.
          (ii) Determine the main sales base, offer solutions, new customers to
               reach and Joint Venture prospects.
          (iii) Market test findings to further define sales channels to be
               built.
          (iv) Build a sales message designed to attract Internet buyers and
               market test findings.
          (v)  Incorporate sales messages and sales market research results into
               web sites.

          PO Box 22025 Carson City, NV 89721-2025 Mobile: 775-781-4143
                 Fax: 775-884-2146 Email: excelsiormgmt@aol.com

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                           EXCELSIOR MANAGEMENT, LLC
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3C) TOP SEARCH ENGINE RANKINGS.
     (i)  Select and market test the groups of "Keywords" that buyers will use
          to search for MSGL's web site.
     (ii) Provide specially designed sets of "META TAGS" to enhance search
          engine rankings.
     (iii) Assist in construction of site pages designed to maximize search
          engine placements.
     (iv) Submit site pages to Major Search Engines and additional Search
          Engines to be selected for MSGL product effectiveness.
     (v)  Monitor rankings, provide adjustments and conduct on-going
          re-submission programs to maintain top positions.

3D) PRESS RELEASE WRITING AND TARGET DISTRIBUTION SERVICES
     (i)  Assist MSGL with the planning, development and writing of Corporate
          Press Releases.
     (ii) Directly Fax and Email press releases to selected trade publications,
          key media news desks, selected financial news web sites, targeted
          media editors and writers.
     (iii) Set up and maintain a "Hotline" telephone voice mail system program
          that informs and involves callers while obtaining contact information.

3E) MEDIA COVERAGE SERVICES
     (i)  Identify editors and writers at on-line news sites, newspapers,
          business journals and trade publications that report on news related
          to MSGL and the products and services that they provide.
     (ii) Write and present MSGL summaries and sample articles to targeted media
          sources, selected writers and editors.
     (iii) Conduct Email, fax and telephone communications programs to establish
          positive relationships with targeted media sources, selected writers
          and editors.

3F) INCREASE SALES AND SEARCH ENGINE RANKINGS WITH INTERNET LINKS PROGRAMS
     (i)  Identify and locate contact sources at other web sites that will
          provide sales traffic enhancing links.
     (ii) Contact sites to establish links to MSGL' web site.

3G) OTHER CUSTOMIZED METHODS TO INCREASE BUYER TRAFFIC
     (i)  Identify, develop and enact other customized programs to increase
          buyer traffic.

3H) INTERNET AN EMAIL ADVERTISEMENT PROGRAM
     (i)  Conduct the following Internet advertisement program:
               (ia)Five (5) days of directing MSGL Internet "pop up ads to
                    thirty million (30,000,000) IP addresses per day. This will
                    reach an estimated three to four million
                    (3,000,000-4,000,000) computers users on a daily basis.
     (ii) Conduct the following Email advertising campaign:
               (iia) Five (5) days of sending three million (3,000,000) Email
                    messages per day to a specifically compiled growth stock
                    investor "Opt In" mailing list.


          PO Box 22025 Carson City, NV 89721-2025 Mobile: 775-781-4143
                 Fax: 775-884-2146 Email: excelsiormgmt@aol.com


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                           EXCELSIOR MANAGEMENT, LLC
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4)       PROVISIONS

     4A)  REVERSE SPLIT PROVISION
          (i)  In the event of a reverse split occurring on the stock of MSGL,
               the original stock compensation shares shall be re-issued on the
               day after the reverse split. This provision shall be valid for a
               period of 12 months starting from the execution date of this
               Agreement.

     4B) CONSULTING SERVICES
          (i)  MSGL hereby retains EXC and all of its subsidiaries, affiliates,
               subcontractors, etc., as independent contractors to MSGL and EXC
               hereby accepts and agrees to such retention.
          (ii) It is acknowledged and agreed by MSGL and EXC does not carry any
               professional licenses, is not rendering legal advice or
               performing accounting services, nor acting as an investment
               advisor or broker/dealer within the meaning of any applicable
               State or Federal Securities Law.
          (iii) It is acknowledged and agreed by MSGL that the consulting
               advisory services to be performed to MSGL hereunder shall not be
               rendered in connection with the offer and/or sale of securities
               in a capital raising transaction.

     4C) INDEPENDENT CONTRACTOR
          (i)  EXC, its subsidiaries, affiliates, subcontractors, etc., agrees
               to perform its consulting duties hereto as an independent
               contractor. Nothing contained herein shall be considered to as
               creating as employer-employee relationship between the parties of
               this Agreement.
          (ii) MSGL shall not be liable to third parties for acts of EXC its
               subsidiaries, affiliates, subcontractors, etc., in performing the
               consulting duties hereunder, except in the case of damages or
               injuries acting on behalf of MSGL.
          (iii) MSGL shall not make social security, workers compensation or
               unemployment insurance payments on the behalf of EXC, its
               subsidiaries, affiliates, subcontractors, etc.
          (iv) The parties hereto acknowledge and agree that EXC, its
               subsidiaries, affiliates, subcontractors, etc., can not guarantee
               the results or effectiveness of any of the services rendered or
               to be rendered by EXC, its subsidiaries, affiliates,
               subcontractors, etc., hereunder.
          (v)  EXC, its subsidiaries, affiliates, subcontractors, etc., shall
               use its "Best Efforts" to conduct its services and affairs in a
               professional manner and in accordance with good industry
               practice.

     4D) TIME, PLACE AND MANNER OF PERFORMANCE
          (i)  EXC, its subsidiaries, affiliates, subcontractors, etc., shall be
               available for advice to the officers and directors of MSGL at
               such reasonable and convenient times and places as may be
               mutually agreed upon.
          (ii) Except as aforesaid, the time, place and manner of performance of
               the Services hereunder, inclusive of time allocated by EXC, its
               subsidiaries, affiliates, subcontractors, etc., in any specific
               service shall be determined at the sole discretion of EXC.

     4E) EXPENSES
          (i)  MSGL and EXC shall be solely responsible for its own individual
               expenses and disbursements incurred and anticipated to be
               incurred in connection with its individual performance under this
               Agreement.

          PO Box 22025 Carson City, NV 89721-2025 Mobile: 775-781-4143
                 Fax: 775-884-2146 Email: excelsiormgmt@aol.com

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                           EXCELSIOR MANAGEMENT, LLC
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     4F) TERMINATION
          (i)  This Agreement may be terminated at any time by mutual written
               agreement between the two parties.
          (ii) This Agreement may be terminated by either party upon written
               notice to the other party if the other party is in default
               hereunder and such default is not rectified within fifteen (15)
               business days of such written notice of such default.
          (iii) Written notice of default shall be deemed acknowledged by both
               parties upon receipt of letter via registered mail or facsimile
               followed letter sent by registered mail.

                  If to MSGL:                        If to EXC:

                  MicroSignal Corporation            Excelsior Management, LLC
                  345 Southpointe Blvd., Suite 110   PO Box 22025
                  Canonsburg, PA 15317               Carson City, NV 89721-2025

     4G) WORK PRODUCT
          (i)  It is agreed by both parties, that all information and material
               produced for MSGL shall be the property of MSGL free and clear of
               all encumbrances, liens, etc.

     4H) CONFIDENTIALITY
          (i)  Until such time as the same may become publicly known, EXC, its
               subsidiaries, affiliates, subcontractors, etc., agrees that any
               information provided by MSGL, 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 written request of the Company, any
               original documentation provided by MSGL will be returned.

     4I) CONFLICT OF INTEREST
          (i)  EXC shall be free to perform services for other persons and
               entities.
          (ii) EXC shall notify MSGL of its performance of consulting services
               which would conflict with its obligations under this Agreement.

     4J) DISCLAIMER OF RESPONSIBILITY FOR ACTS OF THE CLIENT
          (i)  The obligations of EXC, its subsidiaries, affiliates,
               subcontractors, etc., described in this Agreement consist solely
               of the furnishings of information and advice to the client in the
               form of services.
          (ii) In no event shall EXC, its subsidiaries, affiliates,
               subcontractors, etc., be required to represent or make management
               decisions of MSGL.
          (iii) All final decisions with respect to acts and omissions of MSGL
               shall be that of MSGL and EXC, its subsidiaries, affiliates,
               subcontractors, etc., shall under no circumstances be liable for
               any expense incurred or loss suffered by MSGL as a consequence of
               such acts or omissions.

     4K) INDEMNITY BY CLIENT
          (i)  MSGL shall protect, defend, indemnify and hold EXC, its
               subsidiaries, affiliates, subcontractors, etc., harmless from and
               against all loses, liabilities, damages, judgements, claims
               counterclaims, demands and actions incurred by MSGL.


          PO Box 22025 Carson City, NV 89721-2025 Mobile: 775-781-4143
                 Fax: 775-884-2146 Email: excelsiormgmt@aol.com


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                           EXCELSIOR MANAGEMENT, LLC
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     4L) APPLICABLE LAW
          (i)  It is the intention of the parties hereto that this Agreement and
               the performance hereunder and all suits and special proceedings
               hereunder be construed in accordance with and pursuant to the
               laws of the State of Nevada and that in any action, special
               proceeding or other proceeding that may be brought arising out
               of, in connection with or by reason of this Agreement.

     4M) SEVERABILITY
          (i)  All agreements and covenants contained herein are severable and
               in the event any of them shall be held invalid by any competent
               court, this Agreement shall be interpreted as if such invalid
               agreements or covenants were not contained herein.

     4N) ENTIRE AGREEMENT
          (i)  This Agreement constitutes and embodies the entire understanding
               and agreement of the parties and supercedes and replaces all
               prior understandings, agreements and negotiations between the
               parties.


IN WITNESS WHEREOF, THE PARTIES HERETO EXECUTE THIS AGREEMENT.

For and on behalf of:

MICROSIGNAL CORPORATION                      EXCELSIOR MANAGEMENT, LLC





-------------------------------              --------------------------------
Matthew McConaghy, Pres. & CEO               Richard A. Taulli, COO
MicrSignal Corporation                       Excelsior Management, LLC


          PO Box 22025 Carson City, NV 89721-2025 Mobile: 775-781-4143
                 Fax: 775-884-2146 Email: excelsiormgmt@aol.com
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