EXHIBIT 4.1

                               SERVICES AGREEMENT
                               ------------------


This Consulting Agreement ("Agreement") is dated January 13, 2003, between Terra
Block  Consolidated,  Inc.  ("Client"), and Sage Office Solutions, LLC, 5850 San
Felipe,  Suite  500, Houston, Texas 77057 ("SOS"). The following shall set forth
our  understanding  regarding  the  services  to  be  rendered

                                    RECITALS:

     Whereas,  Client  desires  to  obtain  assistance  administrative  matters
including  their  filings,  annual  meeting  and  other  matters;

     Whereas,  SOS has agreed to assist Client in the non-operational matters as
may  be  required;

     Now, therefore, Client and SOS agree as follows:

1.   ENGAGEMENT  OF  SOS

Client  hereby  engages  SOS  to  assist  with  administrative matters and other
matters  related  to  the  planning  and  implementation  of the annual meeting.

It  is  acknowledged  and  agreed  by  the Client that the Consultant carries no
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professional  licenses  and  is  not agreeing to act as a market-maker or render
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legal  advice or act as a CPA or accountant, nor act as an investment advisor or
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broker-dealer  within  the  meaning  of  applicable state and federal securities
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laws.  It is  further acknowledged and agreed by the Client that the services to
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be  provided  to  the  Client  hereunder  are  presently  not contemplated to be
rendered  in  connection  with  the  offer  and  sale of Securities in a capital
raising transaction. The services of Consultant shall not be Exclusive nor shall
Consultant be required to render any specific number of hours or assign specific
personnel  to  the  Client  or  its  projects.

2.   FEES

Fees  shall  be  based  on  the  time  spent  and the complexity of the work.  A
retainer  is  required  in  an  equal to Five Thousand ($5,000) dollars.  SOS is
agreeable  to  accepting  payment in the Company's common stock registered under
S-8  at  a  mutually  agreeable  price  per  share


3.   EXPENSES

For  expenses  incurred  by  SOS,  Client agrees to pay SOS for all expenses and
disbursements  incurred  by  SOS  on  behalf  of  Client  in connection with its
performance of consulting services with a 15% mark-up These direct expenses must
be  approved  in writing by Client.  Approved expenses shall be paid immediately
upon  submission  of  invoice  or  in  advance  if  necessary.


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4.   TERM

The  term  of  this  Agreement  shall be two (2) years from the date hereof, and
shall  be  renewable  automatically  for  another  one  (1)  year  term,  unless
terminated  by  written notice on or before the expiration date.  Client and SOS
shall have the right to terminate this Agreement immediately upon written notice
to  Client  if  any  representative  or  warranty made to Client by SOS, whether
written  or  verbal, whether prior to or after the date of this agreement, shall
prove  to  be  materially  false.

5.   CONFIDENTIALITY

The  parties  hereto  understand  that  the  terms  of  this  Agreement shall be
confidential,  and neither party shall disclose the terms hereof, whether during
or  after  the  term  hereof,  except pursuant to court order or for the parties
respective internal accounting and tax purposes.  The foregoing notwithstanding,
Client  and  SOS  agree  that the existence and terms of this Agreement shall be
disclosed  to  potential  investors  in connection with the Placement, and shall
make  no  disclosure  to  any  person,  except  upon  the  agreement  of  the
non-disclosing  party  or  pursuant  to court order, of any proprietary business
information  relating to (i) Client and its business; (ii) SOS and its business;
and  (iii)  the  identity  of  prospective  investors  identified  by  SOS.

6.   NON-CIRCUMVENTION  AGREEMENT

Client  agrees  that  it  shall  take  no  action  to circumvent SOS and contact
directly  any  potential  investor introduced to Client by SOS (collectively the
"Non-circumvention  Parties")  without approval from SOS.  Client further agrees
that,  in the event that Client completes a transaction with a Non-Circumvention
Party at any time up to and including twelve months following the termination of
this  Agreement,  then Client shall pay to SOS a commission or fee in connection
with  such  transaction,  calculated  according  to  the terms set forth herein.

7.   INDEPENDENT  CONTRACTOR
     -----------------------

SOS  agrees  to  perform  its  consulting  duties  hereto  as  and  independent
contractor.  Nothing  contained  herein  will  be  considered  as  creating  an
employer-employee  relationship  between  Parties to this Agreement.  The Client
will  not withhold or make any payments on behalf of SOS or its employees to any
governmental  agencies  of  any  kind, including without limitation, income tax,
FICA, social security, workers' compensation or unemployment insurance payments.
The Parties hereto acknowledge and agree that SOS will provide its services in a
professional  manner  in  accordance  with good industry practice and applicable
laws,  using  its  best  efforts.

8.   YOUR  DUTY  TO  PROVIDE  INFORMATION  AND  COOPERATE  WITH  US
     --------------------------------------------------------------

We  strive  to  provide  the highest quality of services, and we expect from our
clients  the  highest  degree of cooperation and assistance.  You agree to fully
respond  to  any  inquires  we make, provide written materials or documents in a
timely  manner, and otherwise provide us with any and all information necessary.


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9.   DISCLAIMER  OF  RESPONSIBILITY  FOR  ACTS  OF  OTHER  PARTY
     -----------------------------------------------------------

The  obligations  of  SOS  described  in  this  Agreement  consist solely of the
furnishing  of  information to Client in the form of services.  In no event will
SOS  be required by this Agreement to represent or make management decisions for
Client.

All  final  decisions  with  respect  to  acts  and  omissions  of Client or any
affiliates  and  subsidiaries,  will  be  those of Client or such affiliates and
subsidiaries,  and  SOS  will  under  no circumstances be liable for any expense
incurred  or loss suffered by Client as a consequence of such acts or omissions.

10.  INDEMNIFICATION
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Client  will  protect,  defend,  indemnify  and  hold  SOS  and  its assigns and
attorneys,  accountants,  employees,  officers  and  directors harmless from and
against  all  losses,  liabilities,  damages,  judgments, claims, counterclaims,
demands,  actions,  proceedings,  costs  and  expenses  (including  reasonable
attorneys'  fees)  of  every  kind  and character resulting from, relating to or
arising  out  of  (a)  the  inaccuracy,  non-fulfillment  or  breach  of  any
representation, warranty, covenant or agreement made by Client; or (b) any legal
action,  including  any  counterclaim,  based  on  any representation, warranty,
covenant  or agreement made by Client herein; or (c) gross negligence or willful
misconduct  by  Client.

SOS  will  protect,  defend,  indemnify  and  hold  Client  and  its assigns and
attorneys,  accountants,  employees,  officers  and  directors harmless from and
against  all  losses,  liabilities,  damages,  judgments, claims, counterclaims,
demands,  actions,  proceedings,  costs  and  expenses  (including  reasonable
attorneys'  fees)  of  every  kind  and character resulting from, relating to or
arising  out  of  (a)  the  inaccuracy,  non-fulfillment  or  breach  of  any
representation,  warranty,  covenant  or agreement made by SOS; or (b) any legal
action,  including  any  counterclaim,  based  on  any representation, warranty,
covenant  or  agreement  made  by SOS herein; or (c) gross negligence or willful
misconduct  by  SOS.

11.  MISCELLANEOUS

Relationships  of the parties.  The parties agree that nothing in this Agreement
shall  be  deemed to create, require or otherwise result in, as the case may be,
(i)  the  relationship  of  partnership  between  the  parties;  (ii)  an
employer-employee  relationship;  (iii)  an  agency  relationship  between  the
parties;  (iv) SOS being deemed to be an "Investment Advisor", and "Underwriter"
or  a  "Broker/Dealer"  pursuant to the terms of any state or federal securities
laws  or  regulations;  or  (v)  SOS being deemed to be an "Affiliate" of Client
pursuant  to  any  state  or  federal  securities  laws  or  regulations.  It is
understood by the parties that SOS is an independent contractor, responsible for
all  of  SOS's  own  local,  state  and  federal  taxes.

This  Agreement  shall  be  binding  upon  SOS and Client and shall inure to the
benefit  of  both parties and their respective successors and permitted assigns,
including  any  corporation with which or into which Client or its successor may
be  merged  or  which  may  succeed  to  its  assets  or business.  Although the
obligations of SOS are personal and may be performed only by SOS, SOS may assign
this Agreement, with Client approval to any corporation which is wholly owned by
SOS  which  corporation  shall  succeed  to  all of SOS's rights and obligations
hereunder.  Except  for  the foregoing, neither party shall assign its rights or
obligations  hereunder  to any other entity without the prior written consent of
the  other,  which  consent  shall  not  be  unreasonably  withheld.


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12.  COMPLETE  AGREEMENT

This Agreement encompasses the complete understanding of the parties with regard
to  the  subject  matter  hereof,  and  supersedes  all prior or contemporaneous
understandings  and  agreements.  No  amendment or modifications hereof shall be
effective  absent  the  written  consent  of  both  parties.

13.  GOVERNING  LAW

THE  INTERPRETATION  AND  ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE
INTERNAL  LAWS  OF  THE  STATE  OF  TEXAS.

                        ACKNOWLEDGMENT OF THIS AGREEMENT

Please acknowledge this agreement by signing and returning it to us, keeping a
signed copy for your records.

APPROVED, ACCEPTED AND AGREED TO THIS 13th DAY OF JANUARY, 2003.

CLIENT


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Gregory Pitner, President


Sage Office Solutions


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Mary  E.  Pollock,  President


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