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EXHIBIT 4.1

                                  ORETECH, INC.

                                BOARD RESOLUTION
                                   MAY 6, 2003



Whereas, the Company is in need of consulting services for purposes of rendering
consulting advice to the Company specifically relating to transactions not of a
capital raising nature, consisting of, but not limited to, consulting for
mergers and acquisitions, strategic planning, corporate organization and
structure, corporate filings and other general services in connection with
proposed mergers with various other companies ("Consulting Services").

The Board has reviewed the issuance of three hundred thousand (300,000) shares
of Oretech, Inc. stock for purposes of engaging a consultant for purposes
stipulated hereinabove, an amount which is less than 1% of the corporation's
issued and outstanding stock. The shares would be registered by the Company
pursuant to a Registration Statement on Form S-8, pursuant to the Securities Act
of 1933 on Form S-8 as promptly as practicable, and as such, will have no
restrictive legend on them or other restrictions on transfer or sale.

Whereas, Tom Snyder, an individual, with offices based in Columbus, Georgia, has
agreed to provide the Company consulting services for purposes as stated
hereinabove "Consulting Services";


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NOW THEREFORE THE BOARD OF DIRECTORS OF ORETECH, INC RESOLVE AS FOLLOWS;

The Board of Directors hereby approves the development and issuance of three
hundred thousand (300,000) shares of S-8 stock to Tom Snyder for the purposes
stated hereinabove;

The Board of Directors hereby authorizes management to enter into contract with
Tom Snyder for purposes as stated hereinabove;

RESOLVED THIS 6TH DAY OF MAY IN THE YEAR 2003;

/s/ Stephen D. Cummins                       /s/ Marvin Gibbons
---------------------------                  ---------------------------
Stephen D. Cummins                           Marvin Gibbons
Chairman


/s/ H. Stephen Shehane                       /s/ Dennis Atkins
---------------------------                  ---------------------------
H. Stephen Shehane                           Dennis Atkins
Deputy Chairman


/s/ Francis C. Hargarten                     /s/ Robert Garcia
---------------------------                  ---------------------------
Francis C. Hargarten                         Robert Garcia


/s/ Christopher M. Kiggins, M.D.
---------------------------
Christopher M. Kiggins, M.D.

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                              CONSULTING AGREEMENT

         This Consulting Agreement (this "Agreement") is made and entered into
as of May 6, 2003, between Tom Snyder ("Consultant") and Oretech, Inc. (the
"Company").

                                   WITNESSETH:

         WHEREAS, the Company desires to hire Consultant to perform certain
services for the Company; and

         WHEREAS, Consultant has agreed to perform such services pursuant to the
terms of this Agreement.

         NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

         SECTION 1. SERVICES TO BE PERFORMED. Commencing as of May 7, 2003 and
ending as of May 6, 2004, unless this Agreement is earlier terminated pursuant
to the terms hereof (the "Term"), the Company shall engage Consultant to perform
on behalf of the Company those services listed on Exhibit A, and to otherwise
consult with the Company as reasonably requested by the Company. Consultant
agrees to use his best efforts to diligently perform such services on behalf of
the Company.

         SECTION 2. PAYMENT FOR SERVICES. The Company shall pay Consultant a
retainer of Ten Thousand Dollars ($10,000) upon execution of this Agreement.
Additionally, the Company will issue to Consultant Three Hundred Thousand
(300,000) Oretech, Inc. common shares. The shares will be registered by the
Company pursuant to a Registration Statement on Form S-8, pursuant to the
Securities Act of 1933 on Form S-8 as promptly as practicable, and as such, will
have no restrictive legend on them or other restrictions on transfer or sale.
Consultant acknowledges and agrees that no other compensation is payable by the
Company and that his exclusive compensation and consideration for services
rendered pursuant to this Agreement will be the payment stated in this Section
2, which is solely dependent upon the services performed by Consultant, and not
related in any way to the number of hours worked by Consultant.

         SECTION 3. STATUS AS INDEPENDENT CONTRACTOR. Consultant acknowledges
and agrees that the services hereunder are performed on an independent
contractor basis, and that Consultant is not an employee of the Company for any
purpose, including, but not limited to, for purposes of Federal, state or local
tax or other laws, nor shall Consultant hold himself out to be an employee of
the Company. Consultant agrees that as an independent contractor, compensation
paid hereunder is not subject to withholdings for social security or Federal,
state or local income taxes, and Consultant expressly acknowledges full
responsibility for reporting of all said compensation and payment of all
applicable taxes, including self-employment taxes, arising therefrom. Consultant
further agrees to indemnify and hold the Company harmless to the extent that the
Company incurs any liability arising out of, or in any way related to, the
Consultant being classified as an employee for any purpose. Consultant
acknowledges and agrees that where workers compensation coverage is applicable
to services performed hereunder, it shall be his responsibility to provide such
coverage. Consultant acknowledges and agrees that he is in no way entitled to
participate in any employee benefit plans or programs of the Company.



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         SECTION 4. RESTRICTIONS AND LIMITATIONS ON PERFORMANCE. While
performing services under the terms of this Agreement, Consultant:

                  (a) shall not engage in any business or activities in
competition with the activities of the Company contemplated herein;

                  (b) shall not engage in any business or activity which
interferes with or is in conflict with Consultant's obligations hereunder;

                  (c) shall comply with the highest standards of practice and
ethics;

                  (d) shall not engage in any conduct that is incompetent,
dishonest or fraudulent; and

                  (e) shall not advertise or publicize the existence or nature
of the engagement created by this Agreement.

         SECTION 5. EXPENSES AND TRAVEL. Consultant shall be responsible for the
arrangement and payment of Consultant's own insurance coverage, training, any
membership or society dues, professional, licensing and registration
requirements, employees and assistants, and any and all overhead costs,
including but not limited to, meals, supplies and materials. Consultant shall,
at the Company's expense, travel to such locations as are reasonably specified
by the Company for the purposes hereunder; provided, however, that each such
expense for which the Company shall be responsible for must be agreed to by the
Company prior to the time at which it is incurred. Further, arrangements for
providing Consultant's transportation and lodging for such trips shall be made
by the Company in advance. During such trips the Company shall use its
commercially reasonable efforts to make key personnel available to the
Consultant.

         SECTION 6. INDEPENDENCE OF CONTRACTOR. The Company agrees that neither
the Company, nor the Company's agents or representatives, shall have any right
to control or direct the details, manners or means by which Consultant performs
the services contemplated hereunder.

         SECTION 7. AUTHORITY OF CONSULTANT. Consultant has no authority to act
on behalf of the Company or to enter into any contract or to incur any liability
on behalf of the Company, except with written consent of the Company.

         SECTION 8. COOPERATION AND COORDINATION. Consultant shall have no
obligation to perform any services other than those set forth herein. The
parties recognize that cooperation and a coordinated effort greatly facilitates
the services to be performed by Consultant and the business of the Company, and
the parties agree to cooperate and coordinate their efforts in a reasonable
manner upon request.

         SECTION 9. CONDUCT OF OTHER BUSINESS BY CONSULTANT. The parties agree
that at any time, Consultant is free to accept other business or sales
opportunities in so far as it does not breach or otherwise interfere with
Consultant's obligations under this Agreement.

         SECTION 10. INDEMNITY PROVISIONS. Consultant agrees to indemnify and
hold Company harmless and will defend Company against any and all loss,
liability, damage, claims, demands or suits and related costs and expenses,
including attorneys fees, that arise, directly or indirectly, from acts or
omissions of Consultant, or from Consultant's breach of the terms and provisions
of this Agreement.

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         SECTION 11. TRADE SECRETS AND CONFIDENTIAL INFORMATION. During the
course of Consultant's engagement with the Company, the Company may disclose
Trade Secrets and Confidential Information (defined below) to Consultant. The
Trade Secrets and the Confidential Information of the Company are the sole and
exclusive property of the Company (or a third party providing such information
to the Company). The disclosure of the Trade Secrets and the Confidential
Information of the Company to Consultant does not give the Consultant any
license, interest or rights of any kind in or to the Trade Secrets or
Confidential Information.

                  (a) Consultant may use the Trade Secrets and Confidential
Information solely for the benefit of the Company while Consultant is engaged as
a Consultant for the Company. Consultant shall hold in confidence the existence
of this Agreement and the Company's engagement of Consultant, the Trade Secrets
and Confidential Information of the Company. Except in the performance of
services for the Company, Consultant shall not use, disclose, reproduce,
distribute, transmit, reverse engineer, decompile, disassemble, or transfer the
Trade Secrets or the Confidential Information of the Company or any portion
thereof.

                  (b) Consultant represents that Consultant is not presently
under any contract or agreement with any party that would prevent Consultant
from performing his duties under this Agreement, and that Consultant is not
subject to or in breach of any agreement, including any agreements concerning
Trade Secrets or Confidential Information owned by any other party. Consultant
also agrees that during the course of Consultant's engagement, Consultant will
not use or disclose any confidential information or trade secrets of any other
entity or third-party unless authorized in writing by that entity or
third-party.

                  (c) The obligations under this Agreement with regard to the
Trade Secrets of the Company remain in effect as long as the information
constitutes a trade secret under applicable law. The obligations with regard to
the Confidential Information of the Company shall remain in effect while
Consultant is engaged by the Company in any capacity and for a period of three
(3) years thereafter.

                  (d) Consultant agrees to return to the Company, upon the
termination of Consultant's engagement (for any reason), or upon request by the
Company, the Trade Secrets and Confidential Information of the Company and all
materials relating thereto.

                  (e) As used herein, "Trade Secrets" means information of the
Company, and its licensors, suppliers, clients and customers, without regard to
form, including, but not limited to, technical or nontechnical data, formulas,
patterns, compilations, programs, devices, methods, techniques, drawings,
processes, financial data, financial plans, product plans, or a list of actual
or potential customers or suppliers, which is not commonly known by or available
to the public and which information (i) derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use and (ii) is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy. Trade Secrets also
include any information described in this paragraph which the Company obtains
from another party and which the Company treats as proprietary or designates as
trade secrets, whether or not owned or developed by the Company. As used herein,
"Confidential Information" means information, other than Trade Secrets, that
possesses an element of value to the Company, that is treated as confidential,


                                       3
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and that would potentially damage the Company if disclosed. Confidential
Information includes, but is not limited to, (i) future business plans, (ii) the
composition, description, schematic or design of products, future products or
equipment of the Company, (iii) communication systems, system designs and
related documentation, (iv) advertising or marketing plans, (v) information
regarding employees, independent contractors, clients and customers of the
Company, (vi) information concerning the Company's financial structure and
methods and procedures of operation, and (vii) the terms and conditions of this
Agreement. Confidential Information also includes any information described in
this paragraph which the Company obtains from another party and which the
Company treats as proprietary, whether or not owned or developed by the Company.
Confidential Information need not be marked or stamped "confidential" to qualify
as such under this Agreement.

         SECTION 12. WORK PRODUCT. All Work Product (defined below) shall be the
exclusive property of the Company. If any of the Work Product may not, by
operation of law or otherwise, be considered the exclusive property of the
Company, or if ownership of all right, title, and interest to the legal rights
therein shall not otherwise vest exclusively in the Company, Consultant hereby
assigns to the Company, and upon the future creation thereof automatically
assigns to the Company, without further consideration, the ownership of all Work
Product. The Company shall have the right to obtain and hold in its own name
copyrights, patents, registrations, and any other protection available in the
Work Product. Consultant will promptly disclose any and all such Work Product to
Company. Consultant agrees to perform, during or after termination of
Consultant's engagement by the Company, and without requiring Company to provide
any further consideration therefore, such further acts as may be necessary or
desirable to transfer, perfect and defend the Company's ownership of the Work
Product as requested by the Company.

         For purposes of this Agreement, "Work Product" shall mean all
discoveries, designs, Trade Secrets, Confidential Information, trademarks, data,
materials, formulas, research, documentation, computer programs, communication
systems, audio systems, system designs, inventions (whether or not patentable),
copyrightable subject matter, works of authorship, and other proprietary
information or work product (including all worldwide rights therein under
patent, copyright, trademark, trade secret, confidential information, moral
rights and other property rights), which Consultant has made or conceived, or
may make or conceive, either solely or jointly with others, while providing
services to Company or with the use of the time, material or facilities of
Company or relating to any of Company's actual or anticipated business known to
Consultant while engaged by the Company, or suggested by or resulting from any
task assigned to Consultant or work performed by Consultant for or on behalf of
Company.

         SECTION 13. TERMINATION OF ENGAGEMENT.

                  (a) This Agreement shall terminate (i) immediately upon the
death of Consultant, (ii) at the option of either party hereto without cause
upon thirty (30) days advance written notice from the terminating party to the
other party, or (iii) upon the termination of this Agreement by the Company for
"cause." For the purposes of this Agreement, "cause" shall mean (i) any act by
Consultant of fraud or dishonesty (whether or not against or involving the
Company), (ii) Consultant's competing with the business of the Company either
directly or indirectly, (iii) Consultant's breach of any material provision of
this Agreement, (iv) Consultant's failure to devote his best efforts to his


                                       4
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duties under this Agreement or to perform such duties diligently and efficiently
and in accordance with the directions of the Company or to otherwise fulfill his
obligations under this Agreement, (v) Consultant's failure to comply with the
decisions or policies of the Company, (vi) any act of moral turpitude by
Consultant or (vii) any other matter constituting "cause" under applicable law.

                  (b) This Agreement shall terminate immediately upon written
notice to Consultant if Consultant shall at any time be incapacitated by reason
of physical or mental illness or otherwise incapable of performing the duties
under this Agreement for a continuous period of sixty (60) days.

                  (c) The Company's obligation to pay compensation to Consultant
under Section 2 of this Agreement shall terminate immediately upon the
termination of this Agreement for any reason.

         SECTION 14. INJUNCTIVE RELIEF. Consultant acknowledges that breach of
the provisions of Sections 12 or 13 of this Agreement would result in
irreparable injury and permanent damage to the Company, which prohibitions or
restrictions Consultant acknowledges are both reasonable and necessary under the
circumstances, singularly and in the aggregate, to protect the interests of the
Company. Consultant recognizes and agrees that the ascertainment of damages in
the event of a breach of the provisions of this Agreement would be difficult,
and that money damages alone would be an inadequate remedy for the injuries and
damages which would be suffered by the Company from breach of Sections 12 or 13
of this Agreement by Consultant. Consultant therefore agrees: (i) that, in the
event of a breach of the provisions of Sections 12 or 13 of this Agreement, the
Company, in addition to and without limiting any of the remedies or rights which
it may have at law or in equity or pursuant to this Agreement, shall have the
right to injunctive relief or other similar remedy in order to specifically
enforce the provisions hereof; and (ii) to waive and not to (A) assert any
defense to the effect that the Company has an adequate remedy at law with
respect to any such breach, (B) require that the Company submit proof of the
economic value of any Trade Secret, or (C) require that the Company post a bond
or any other security. Nothing contained herein shall preclude the Company from
seeking monetary damages of any kind, including reasonable fees and expenses of
counsel and other expenses, in a court of law.

         SECTION 15. NOTICES. All notices required and given herewith shall be
addressed to the Company or Consultant at the designated address as shown below,
and shall be effective when personally delivered by courier (including overnight
carriers) or otherwise to the party to be given such notice or other
communication. The addresses for such notices shall be as follows:

                  To Company:

                           Oretech, Inc.
                           300 Jackson Avenue
                           Columbus, Georgia 31901


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                  To Consultant:

                           Tom Snyder
                           4206 Timbalier Dr.
                           Columbus, Georgia 31906

         SECTION 16. MISCELLANEOUS.

                  (a) This Agreement shall be governed by, construed under, and
enforced and interpreted in accordance with the laws of the State of Georgia.

                  (b) This Agreement constitutes the entire agreement between
the parties and supersedes any prior understanding or agreement among them
respecting the subject matter hereof.

                  (c) This Agreement may not be modified or amended except by
subsequent instrument in writing signed by the parties hereto. No term or
condition of this Agreement shall be deemed to have been waived, nor shall there
be any estoppel against the enforcement of any provision of this Agreement,
except by written instrument of the party charged with such waiver or estoppel.

                  (d) If any term or provision of this Agreement is held
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability will not affect the legality, validity or enforceability of the
remainder of this Agreement.

                            [SIGNATURES ON NEXT PAGE]




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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.


                                      COMPANY:

                                      Oretech, Inc.

                                      By:
                                          --------------------------------------
                                      Name:
                                            ------------------------------------
                                      Title:
                                             -----------------------------------



                                      CONSULTANT:


                                      ------------------------------------------
                                      Tom Snyder



                                       7
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                                    EXHIBIT A
                                    ---------

o        The Company hereby recognizes and agrees that Consultant has rendered,
         and will continue to render consulting advice to the Company
         specifically relating to transactions not of a capital raising natured,
         consisting of, but not limited to, consulting for mergers and
         acquisitions, strategic planning, corporate organization and structure,
         corporate filings and other general services in connection with
         proposed mergers with various other companies ("Consulting Services").

o        Undertake such other actions as management of the Company reasonably
         requests from time to time in furtherance of the foregoing.