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                                                                     EXHIBIT-4.1

             CONSULTING AGREEMENT - ALAN BERKUN



                         PACIFIC CART SERVICES, LTD.



                                                              March 7, 2000



PACIFIC CART SERVICES, LTD.
2501 Lansdowne Avenue
Saskatoon, Saskatchewan
Canada S7J 1H3

Alan Berkun, Esq.
17 State Street, 5th Floor
New York, NY 10004

Re: Engagement

Dear Mr. Berkun:

     We are pleased to confirm the arrangements under which Alan Berkun (The
"Consultant") is engaged by Pacific Cart Services, Ltd. (the "Company") to
identify acquisition targets for the Company and to advise the Company in
structuring mergers or other acquisition to which the Company is a party (the
(Transaction").

     The Consultant and the Company agree as follows with respect to the
     Transaction:

1.   Servicing. During the Term (as hereinafter defined), the Consultant shall
     render such services to the Company so as assist the Company in identifying
     acquisition targets for the Company and advise the Company in structuring
     mergers or other acquisitions. Furthermore, the consultant will review and
     advise management in reference to executive compensation. Nothing contained
     herein constitutes a commitment on the part of the Consultant to find an
     acquisition target for the company or, if such a target is found, that any
     Transaction will be completed. The Consultant shall not have the power of
     authority to bind the Company to any transaction without the Company's
     prior written consent.

2.   Term of Engagement. Either party hereto may terminate this Agreement at any
     time after the date hereof, with or without cause, upon fifteen (15) days
     written notice to the other party (the "Term").

3.   Engagement Fee. Upon the execution of this Agreement, the Company shall pay
     to the Consultant a fee (an "Engagement Fee") of 1,220,000 shares of the
     Company's common stock (the "Shares"), which amount shall not be
     refundable.


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4.   Registration Rights. The Company hereby covenants and agrees to immediately
     file, from the date hereof, a registration of Form S-8 with the Securities
     and Exchange Commission with respect to the Shares, including a reoffer
     prospectus, to the extent required.

5.   Further Assurances. In connection with the issuance of the Shares of Common
     Stock of the Company to the Consultants pursuant to this Agreement of the
     issuance of shares of common stock of the Company to the Consultant as a
     Transaction Fee, the Consultant covenant and agrees that he shall execute
     and deliver, or cause to be executed and delivered, any and all such
     further agreements, instruments, certificates and other documents,
     including the Subscription Agreement, a copy of which is annexed hereto as
     Annex A, and shall take or cause to be taken any and all such further
     action, as the Company may reasonably deem necessary or desirable in order
     to carry out the intent and purpose of this Agreement.

6.   Indemnification Each party agreed to indemnify and hold the other harmless
     form any loss, damage, liability or expense, including reasonable
     attorney's fee's and other legal expenses, to which the other party may
     become subject arising out of or relating to any act or omission by the
     indemnifying party (or any person connected or associated with the
     indemnifying party), which is or is alleged to be a violation of any
     applicable statues, laws or regulations or arising from the negligence of
     willful misconduct of the indemnifying party.

7.   Cooperation Confidentiality. During the term of this Agreement, the Company
     shall furnish the Consultant with all information, data, or documents
     concerning the Company that the Consultant shall reasonably deem
     appropriate in connection with his activities hereunder, other than
     material non-public information.

8.   Notice. All notice, requests demands and other communications under this
     Agreement shall be in writing, and shall be deemed to have been duly given
     (a) on the date of service, if served personally on the party to whom
     notice is to be given, (b) on the day after the date sent by a recognized
     overnight courier service with all charges prepaid or billed to the account
     for the sender, (c) five (5) days after being deposited in the mail if sent
     by first-class air mail, registered or certified, postage prepaid, or (d)
     on the day after the date set forth on the transmission receipt when sent
     by facsimile transmission to the party being notified at its address or
     facsimile number set forth below or such other address or facsimile numbers
     as any party hereto shall subsequently notify all other parties hereto in
     writing.




                         (i)      If the Consultant:

                                  Alan Berkun, Esq.

                                  17 State Street, 5th Fl.

                                  New York, NY 10004


                         (ii)     If to the Company:

                                  Pacific Cart Services, Ltd.

                                  2501 Lansdowne Avenue

                                  Saskatoon, Saskatchewan

                                  Canada S7J 1H3


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9.   Non-Assignability Binding Effect. Neither this Agreement, nor any of the
     rights or obligations of the parties shall be assignable by either party
     hereto without the prior written consent of the other party. Otherwise,
     this Agreement shall be binding upon and shall inure to the benefit of the
     parties hereto and their respective heirs. Executors, administrators,
     personal representatives, successors, and permitted assignees.

10.  Choice of Law. This Agreement  shall be governed and enforced in accordance
     with the laws of the State of New York,  without  regard to its conflict of
     law principles.


11.  Entire Agreement. This Agreement constitutes the entire agreement of the
     parties with respect to the subject matter hereof and supersedes all other
     agreements between tha parties hereto relating to the subject matter set
     forth herein. The convenants and agreements set forth in this Agreement
     constitutes all the covenants and agreements of the parties hereto and upon
     which the parties have relied and except as may be specifically provided
     herein, no change, modification, amendment, addition or termination of this
     Agreement or any part thereof shall be valid unless in writing and signed
     by or on behalf of the party to be charged therewith.

Please indicate your agreement to the foregoing by signing and returning to us
the enclosed copy of this letter, whereupon this letter shall become a binding
agreement.

                                             PACIFIC CART SERVICES, LTD.


                                             By: /s/
                                                 -------------------------
                                                 Robert Kinloch/President, CEO

                                             Consultant

                                             By: /s/
                                                -------------------------
                                                Alan Berkun, Esq.


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