EXHIBIT 4.3


WINFRED FIELDS, CONSULTANT
--------------------------------------------------------------------------------
                                               6776 Southwest Freeway, Suite 580
                                               Houston, Texas 77074-2115
                                               Tel: (713) 266-0691
                                               Fax: (713) 266-0692
                                               E-Mail: Wfieldsii@aol.com




                              CONSULTING AGREEMENT

April 23, 2003


Re:  Consulting Engagement For Mergers and Acquisitions

          Agreement  between TERRA BLOCK INTERNATIONAL, INC. (the "Company") AND
          POE  INVEST  GROUP,  INC.  (the  "Consultant")

Dear Mr. Pitner:

This  letter  is  to  confirm  the  terms  of  my  engagement  as an independent
consultant  ("Consultant")  to  Terra Block International, Inc. (the "Company").
Consultant  is  engaged  to  assist the Company with administrative & accounting
consulting  services,  including  but  not  limited  to the following functions:

     1)   Assistance  with  analyzing  the  Company's  consolidated  financial
          statements  for  the years ending or ended December 31, 2002, 2001 and
          2000.



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     2)   Assistance  with  the  accounting  evaluation  for  mergers  and
          acquisitions.


     3)   Assistance  with the preparation of the Company's SEC Form 10KSB 10SB.


     4)   Assistance  with transferring the Company from the "Bulletin Board" to
          a  National  Stock  Exchange.


     5)   Assistance  with  communication  with  the  Securities  and  Exchange
          Commission  or  other  regulatory  agencies.


     6)   Assistance  with  the  preparation  of the Company's federal and state
          income  tax  returns  for  the  years  through  the  current  periods.


Term of Engagement
------------------

The  term  of  the  engagement shall be from April 23, 2003 through December 31,
2003.

Consulting Fee
--------------

The  Company  will issue Two Million Five Hundred Thousand (2,500,000) shares of
the  Company's  common  stock to POE Investment Group, Inc. for administrative &
accounting  consulting  services to be rendered to the Company.  All Two Million
Five  Hundred  Thousand (2,500,000) shares will be issued as free-trading stock.
The  shares will be forwarded to Consultant as soon as reasonably possible after
the  date  the  agreement  is  signed.

Confidentiality
---------------

I  agree  that during the term of this engagement I will not invest, nor promote
the  Company's  publicly traded shares or participate in any activity that is or
may  be  competitive  with the Company, that might create a conflict of interest
with  the  Company,  or  that otherwise might interfere with the business of the
Company,  or  any  affiliate  of  the Company. I also agree that both during the
engagement  and  after  the  engagement  terminates  I  will  neither misuse nor
improperly  disclose any


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Confidential  Information of the Company that I may have used, acquired or added
to  while  engaged by the Company. "Confidential Information" means and includes
confidential  or  proprietary  information  or  trade  secrets  that  have  been
developed  or  used  (or  will  be developed or used) and that cannot be readily
obtained  by  third  parties  from  outside  sources.  Confidential  Information
includes,  by  way of example and without limitation, the following: information
regarding assets, investors, customers, employees, contractors, and the industry
not  generally  known  to  the  public; strategies, methods, books, records, and
documents;  technical  information concerning products, equipment, services, and
processes; procurement procedures and pricing techniques; the names of and other
information  concerning  customers,  investors, and business affiliates (such as
contact  name,  service  provided, pricing for that customer, amount of services
used,  credit  and  financial  data,  and/or  other  information relating to the
Company's  relationship  with that investor or customer); pricing strategies and
price  curves;  plans  and  strategies  for  expansion or acquisitions; budgets;
investor  lists,  customers  lists;  research; weather data; financial and sales
data,  trading  terms;  evaluation, opinions, and interpretations of information
and  data;  marketing  techniques;  prospective investors' names, investors' and
customers'  names  and  marks;  grids  and  maps, electronic data bases; models;
specifications;  computer  programs,  internal  business  records;  contracts
benefiting  or  obligating the Company; bids or proposals submitted to any third
party;  technologies  and methods; training processes; organizational structure;
salaries  of  personnel;  payment  amounts or rates paid to consultants or other
service  providers;  and  other such confidential or proprietary information. We
acknowledge  that this confidential information constitutes a valuable, special,
and  unique  asset  used  by  the Company and its subsidiaries and affiliates in
their  business  to  obtain  a  competitive advantage over their competitors. We
agree  that upon termination of this engagement, we will return any and all such
confidential  information  and  delete  such  Confidential  Information from any
electronic  storage  devices  owned by us (but not computers and storage devices
owned  by the Company), such as Palm Pilots and notebook computers, upon which I
may  have  stored  such  confidential information. We agree that breach of these
covenants  not  to  disclose  Confidential Information shall cause immediate and
irreparable  injury  to  the  Company.

Indemnity
---------

Each  party  shall  indemnify, defend and hold harmless the other party from any
and  all  liability,  loss,  claims, lawsuits, damages, injury, costs (including
reasonable attorney's fees) or expenses ("Claims") arising out of or incident to
the  performance  or  nonperformance  of  any  act  or responsibility under this
agreement  by  such  indemnifying  party;  provided that, any indemnity required
under  this  paragraph  shall  exclude  Claims resulting from any consequential,
future  or speculative damages. Notwithstanding the foregoing provisions of this
paragraph, the Company shall indemnify, defend and hold harmless Consultant from
any  all  Claims arising out of or incident to Consultant's actions on behalf of


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the  Company,  including  attendance  at  meetings, negotiation and advice, that
involve  the  Company's  financial  and  other  related  matters.

Acceptance
----------

Please indicate your agreement with the terms of this letter by signing one copy
in  the  space  provided  below  and  returning  it  to  me.


Sincerely,



Rep. Of POE Investment Group, Inc.



ACCEPTED AND AGREED AS OF APRIL 23, 2003



-----------------------------------

GREGORY A. PITNER, PRESIDENT
TERRA BLOCK INTERNATIONAL, INC.


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