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EXHIBIT 4.1


September 3 , 2003

                         RE: CONTRACT FOR EDGAR SERVICES


TORBAY HOLDINGS



         As per our discussion, I would like to take this opportunity to
introduce you to a package program of services from Vintage Filings, LLC as a
method of saving your public company the typical costs associated with EDGAR
filings and SEC reporting requirements.

Consulting Services

         Vintage Filings has and will continue to provided the following
consulting and advisory services: a review your Company's prior filings for the
period of the prior twelve months and, while taking into consideration the new
requirements of Sarbanes Oxley, analyze how best to economically edgarize your
filings and determine a cost effective plan to edgarize filings you are likely
to require over the next 12 months. We will provide you, on a timely basis, with
updates regarding SEC edgar filing software and new developments with regard to
SEC filing forms and HTML requirements. If needed, we can assist and train the
Company how to file Section 16 reporting requirement (Forms 3, 4 and 5 ) on-line
and assist in obtaining edgar access codes for the Company's officers, directors
and 10% shareholders. We will also assist in formatting filings which may
include Forms 3, 4, 5 13Gs, 13Ds, S-8, 8K, 10Q, 10K, S-3, SB-2, S-2 and proxy
statements. In analyzing the expected costs we have taken into account the
typical costs associated with

- text and tabular pages
- amended proofs and changed pages / expedited fees
- test filing and real time live filing fees
- all email distributions of PDF EDGAR proofs
- all facsimile transmissions of EDGAR proofs
- all 12b25 and NT-10K extension forms
- SEC filing of a Form ID

II.      Fees

As part of this Agreement, we agree to provide all of the above-described
unlimited edgarizing services for the Company's SEC filings for 12 months. In
return for these services included in this agreement, you have agreed to issue,
to our below named individuals, shares of the Company's Common Stock to be
registered under Form S-8 in the following amounts:


     -   options to purchase 2,500,00 at $.005  to be registered in the name of
         Shai Z. Stern
         43 Maple Avenue
         Cedarhurst, NY 11516

     -   options to purchase 2,500,00 at $.005  to be registered in the name of
         Seth Farbman
         301 Eastwood Road
         Woodmere, NY 11598

Such must be registered on a Form S-8 registration statement within 10 days from
the date hereof.

 We would appreciate the opportunity to further develop our long-term
relationship and be of service to you and your Company. Please feel free to
contact us at (212) 953-4901 or via email at efilings@vfilings.com. Please
confirm agreement by signing and faxing to 516-569-6084. We look forward to
beginning of a mutually beneficial relationship.

                                                     Best wishes,



                                                     Seth A. Farbman, Esq.
                                                     Co-Chairman and President

AGREED:

COMPANY: TORBAY HOLDINGS

    /s/ Gordon Lane
By: _________________________________________


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