Exhibit 4.1



                              CONSULTING AGREEMENT
         AGREEMENT, made as of January 10, 2003 by and between Exus Networks,
Inc. (the "Company"), whose address is 150 East 58th Street, New York, New York
10155, USA and citizen of the State of Afghanistan Dr. Abdul Wahid (
"Consultant"), holder of Afghan diplomatic passport # TR-018452 whose address is
76 Project S, Main Shibirghan Road, Mazar-e-Sharif, Afghanistan,.

                               W I T N E S S E T H

         WHEREAS, the Company desires to retain Consultant to render consulting
services, including services relating but not limited to Afghan market analysis,
public relations, administration, strategic transactions, planning and strategic
planning, various licenses providing, providing of support and security to the
Company activity in Afghanistan and development of Telecommunications, internet
and other technology solutions in Afghanistan; and

         WHEREAS, Consultant is experienced in each of these areas, and is
willing and able to perform such consulting services on the terms and conditions
herein contained.

         NOW, THEREFORE, in consideration of the premises herein and other good
and valuable consideration, the parties agree as follows:

         1.       ENGAGEMENT
         The Company hereby engages Consultant, and Consultant hereby accepts
such engagement, as a consultant to render the consulting services set forth
below, as requested by the Company, and in furtherance of the business goals of
the Company. It is understood by both parties that geographically Consultant
services rendered to the Company are limited to the Company's activity in
Afghanistan and neighboring territories.
         2.       CONSULTANT'S DUTIES
         Consultant shall, at the request of the Company, provide
administration, full assistance in cooperation with local Afghan entities,
business management and other consultation services. Such services shall include
(a) advice concerning the implementation and monitoring of business projects of
the Company in Afghanistan as well as full implementing of those mentioned above
projects all the way till the company becomes fully operational and profitable,
(b) establishing and/or enhancing the Company's telecom/CableTV/Internet
presence within Afghanistan, (c) advice and full assistance during daily
operations concerning the Company obtaining investments & grants from various
interested organizations, such as World Bank, EBRD, Red Cross, UNICEF and other
NGOs and NPOs, and (d) advice and full assistance during other daily operations
of the Company, as required.
         Consultant shall also render the following services at the request of
the Company:
                  a. Consultant within the next 4 weeks after signing of this
agreement will organize registration of Exus Networks Afghanistan - Subsidiary
Enterprise registered in Afghanistan, owed 100% by Exus Networks Inc, US
Company.
                  b. Consultant within the next 4 weeks after signing of this
agreement on behalf of Exus Afghanistan SE will apply for and will successfully
receive from the government of Afghanistan the following licenses and
permissions: License To Provide Cable TV services; License to project, construct
and operate Internet and other Data network; License to construct its own
Telecom infrastructure; License to provide with Internet & Internet telephony
services; license to operate its own Satellite duplex Antenna as well as license
for frequencies used by the antenna. All licenses mentioned above should be
valid for at least 5 years from the moment of its issue and should be in force
on the whole territory of Afghanistan, especially in the regions of Kabul &
Mazar-e-Sharif.
                  c. Consultant will provide to the Company office space
(minimum of 100 sq m or more), required for the Company's operations in
Mazar-e-Sharif, as well as other necessary premises and/or land that might be
need to operate Internet Centers, Distance Learning School, Hospital. The above
mentioned office space must be located in the secure area of the city
Mazar-e-Sharif and should be within 100 meters far from the place of
installation of Vsat antenna.

<PAGE>

                  d. Consultant will provide for the Company all its
intelligence and connections as well as possible political power to establish
good contacts between the Company and locally situated NGOs, NPOs, international
missions and other organizations with purpose of getting support and possible
funding for its projects.
                  e. Consultant will provide fully secure operation of the
company activity in Afghanistan as well as all necessary security forces needed
for the company office and facilities operations and company local and foreign
staff activity. Consultant will also provide secure accommodation for the
Companies' foreign staff as well as provide the company with intelligent kind of
local staff people who will be working within the company on administration and
technical related positions.
                  f. Consultant will assist the Company in understanding its
operational objectives to assure that it realizes true profit value. Consultant
will help the Company to identify and obtain key personnel, new markets, sales
opportunities and a profitable Internet & other telecom service presence.
                  g. Consultant will be responsible for collecting fees and
payments from locally located customers of the Company as well as deliver money
collected on regular basis (once a week) to the New York bank account of the
Company, in USD currency.
         3.       TERM
         The term of this agreement shall commence on the date hereof and
continue for a minimum period of ninety (180) days, and shall continue
thereafter on a 3-month basis until terminated by either party upon thirty (30)
days written notice to the other party (the "Term").
4.       COMPENSATION
         The Company agrees to pay to Consultant $20,000 as compensation for the
services specified in Section 2 hereof. The Company acknowledges that it does
not currently have the financial ability to pay for Consultant's services in
cash. Therefore, in lieu of such cash payment and in consideration of the
services heretofore rendered, and to be rendered by Consultant, pursuant to this
Agreement, and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged by the Company, the Company,
concurrently with the execution hereof, shall issue to Consultant 2,900,000
shares (the "Shares") of the Company's common stock, par value $0.001 per share
(the "Common Stock"), which includes payment by the Consultant to the Company of
the par value of the Shares.
         5.       EXPENSES
         Consultant shall provide the Company weekly written expense reports
accompanied by appropriate invoices, if any, for all reasonable expenses
properly incurred by Consultant in the performance of its duties hereunder
during the Term. The Company shall reimburse Consultant for such expenses within
fifteen (15) days of its receipt of each such expense report. Notwithstanding
the foregoing, Consultant will obtain the Company's prior approval of any single
expense greater than three hundred ($300.00) dollars.
         6.       REPORTS TO THE COMPANY
                  a. Commencing January 1, 2003, and at least once each month
thereafter during the Term of this agreement, Consultant shall prepare and
present to the Company a written report describing its activities and its
progress toward meeting the objectives mutually agreed upon by Consultant and
the Company.

<PAGE>

                  b. Throughout the Term of this agreement, Consultant may also
provide the officers, directors, employees or designees of the Company with
verbal reports concerning its activities.
         7.       THIRD PARTIES
         The Company acknowledges that Consultant may introduce the Company to
third parties who may transact business with the Company and/or assist
Consultant in providing consulting services to the Company hereunder.
         8.       CONFIDENTIAL INFORMATION
         The Company agrees to promptly provide and fully disclose to Consultant
any and all information regarding the Company, which Consultant deems pertinent
to its engagement hereunder.
         Consultant acknowledges that any and all confidential knowledge or
information concerning the Company and its affairs obtained by it, its
principals, employees, and/or contractors in the course of its engagement
hereunder will be held inviolate by it and that it will conceal the same from
any and all other persons and entities, including, but not limited to,
competitors of the Company and that it will not impart any such knowledge to
anyone whosoever during the term of hereof.
         As used herein, "confidential knowledge or information" means: (a) all
information regarding the Company which is not generally available to the
public; and (b) all information regarding the Company which was received by
Consultant from a source with confidentiality obligations to the Company.
         Consultant shall, upon the termination of its engagement hereunder,
immediately surrender and turn over to the Company all books, forms, records,
client lists and all other papers and writings relating to the Company and all
other property belonging to the Company, it being understood and agreed that the
same are the sole property of the Company.
         9.       CONSULTANT STATUS
         Consultant acknowledges that it is providing services hereunder as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of its services hereunder shall be its sole responsibility.
Consultant further agrees that nothing herein shall create a relationship of
partners or joint ventures between Consultant and the Company and, except as
otherwise set forth herein, nothing herein shall be deemed to authorize
Consultant to obligate or bind the Company to any commitment without the prior
written consent of the Company in each instance. It's possible that the Company
will appoint Consultant as Deputy General Director in Exus Afghanistan, so it
will be more efficient for the Consultant to follow to its duties and
responsibilities.
         10.      PRIOR CONSENT TO USE OF NAME
         Consultant hereby covenants and agrees that it shall not utilize the
name "Exus Networks, Inc.", or any variation thereof, or the name of the
Company's principals or employees for any commercial purposes without first
obtaining the written consent of the Company.

<PAGE>

         11.      REPRESENTATIONS OF THE COMPANY
         The Company hereby represents and warrants as follows:
                  a.       Organization  and Standing.  The Company is a
corporation  validly  existing and in good standing  under the laws of The
United Sates of America.
                  b.       Corporate  Power and Authority.  The Company has the
corporate  power to execute and deliver this agreement, has taken all action
required by law to authorize such execution and delivery,  and this agreement is
a valid and binding  obligation of the Company in accordance with its terms.
         12.      NOTICES
         All notices permitted, required, or provided for by this agreement
shall be made in writing, and shall be deemed adequately delivered if delivered
by hand or by a nationally recognized overnight courier service that regularly
maintains records of its pick ups and deliveries, to the parties at their
respective addresses set forth above or to any other address designated by a
party hereto by written notice of such address change. Notices shall be deemed
given as of the date of delivery to the overnight courier service or to the
recipient if delivered by hand, and received one day after delivery to the
overnight courier service or when actually received if delivered by hand. If to
Exus: Exus Networks, Inc
                              150 East 58th Street
                           25th Floor
                             New York, NY USA 10155
                           Fax 1-212-644-9168
                             Email isutton@exus.net
                                 ----------------
If to Consultant:          Dr.Abdul Wahid
                           76 project S. Main Shibirghan Road
                           Mazar-e-Sharif, Afghanistan
         13.      ENTIRE AGREEMENT
         This agreement represents the entire agreement with respect to matters
contemplated herein and supersedes any prior oral or written agreements or
undertakings between the parties with respect to such matters. This agreement
shall not be amended to any extent except by a writing executed by the parties.
         14.      HEADINGS
         The headings in this agreement are for convenience of reference only
and shall not limit or otherwise affect any of the terms or provisions hereof.
         15.      COUNTERPARTS
         This agreement and any amendments hereto may be executed in any number
of counterparts, all of which together shall constitute a single, original
instrument.
         16.      SEVERABILITY
         To the extent that any term or provision hereof is deemed invalid, void
or otherwise unenforceable, but may be made enforceable by amendment thereto,
the parties agree that such amendment may be made so that the same shall,
nevertheless, be enforceable to the fullest extent permissible under the laws
and public policies applied in the jurisdiction in which enforcement is sought.
         17.      WAIVER
         A waiver of any breach of any provision of this agreement must be in
writing and shall not constitute or operate as a waiver of any other breach of
such provision or of any other provision, nor shall any failure to enforce any
provisions hereof operate as a waiver of such provision or of any other
provision hereunder.
18.             CHOICE OF LAW
         This Agreement shall be governed and construed in accordance with New
York law, without reference to its conflict of laws provisions.
         IN WITNESS WHEREOF, the parties have caused this agreement to be
executed and delivered as of the date first above written.

Consultant:


                                                          Dr. Abdul Wahid

                                                         By: /s/ Abdul Wahhid