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EXHIBIT 4.1

                 15324 Spencerville Court, Suite 201 Burtonsville,
                                 Maryland 20866
                        (301) 476-9271 Fax (301) 476-9272


Date:          July 23, 2003

Client:       SyndicationNet.com

Address:   1250 24th Street, NW, Suite 300
City:          Washington, D.C.      Zip: 20037

Telephone: 301-528-4237

Thomas Gibbs an individual, herein and after referred to as the Consultant, on
behalf of HTRG Consulting, L.L.C., a Maryland corporation, and the above named
Client, hereby agree as follows: Client shall pay to Thomas Gibbs the Consultant
a two hundred and fifty thousand (250,000) fully paid and non-assessable common
shares of SyndicationNet.com (SYCI) stock, currently quoted at a bid of 0.06
cents a share, to be applied against costs incurred by Client and/or expenses
paid by Consultant on behalf of Client. This amount shall be deposited in an
account of the Consultant's discretion. The primary consulting services to be
provided by Mr. Gibbs shall be to assist the Company with analyzing various
Re-Estate development projects in connection with the General Real-Estate
development activities of the company and, more specifically, with those
real-estate matters that will be generated from the HCX project the company is
currently negotiating. Mr. Gibbs, shall evaluate such geographic Locations as
they pertain to the companies development business model. Mr. Gibbs's services
shall not include market making activities, shall not include any promotion of
the companies securities, and shall not include directly or indirectly the
raising of capital.

1. Client may from time to time order services from Consultant, orally or in
writing, and upon acceptance by Consultant, such orders shall be governed by
this Contract, and be considered an addendum thereto. At various times during
the performance of such services, Client shall pay Consultant according to the
attached Fee Schedule, as Consultant may subsequently revise it upon notice to
Client, but such revisions shall not affect projects begun and not yet
completed.

2. The commencement date of this Contract shall be that date shown
above. No amendment to this Contract shall be effective unless it is in writing
and signed by duly authorized representatives of both parties.

3. Any service order which is accepted that contains provisions having the
effect of modifying the terms of this Contract shall be considered as amendments
for that project only, and shall not amend this Contract unless it explicitly so
states and is signed by both parties.

4. All employees of Client, unless Client
shall specifically state otherwise in writing, shall be considered agents of
Client and authorized to order and accept services from Consultant, and shall be
bound by this Contract.

5. The consultant may invoice weekly for any services rendered. All invoices and
statements from Consultant to Client are payable within two (2) working days
after receipt. They shall thereafter earn interest at the highest rate allowable
by law, or at the rate of eighteen (18) percent per annum, whichever is less.

6. The performance of any services ordered under this Contract shall not imply
an obligation to perform any other service under this Contract. Consultant
reserves the right to schedule its services for its various Clients in a way
that Consultant deems best to balance the needs of all, and Client has the right
to cancel a service order if such service is not performed on schedule as
amended, and to order such service from another party upon notice to Consultant.


7. Any order for services under this Contract may be terminated by either party
upon written notice to the other, payment thereto of any sums owing, and return
of any property thereto belonging.

8. Client may order services for and on
behalf of its own Clients or Clients, which shall hereinafter be referred to as
Sub-Clients. Client shall be responsible for payment for all such services
ordered, but not for any services ordered by Sub-Client in excess of those
ordered by Client, and for any such excess services, Client shall have the
option of either paying Consultant (and billing Sub-Client), or having
Consultant bill Sub-Client directly. Consultant shall be primarily responsible
to Client in any dealings with Sub-Client, and shall advise Client of any
conflicts of interest that are anticipated or that may arise.

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9. In the event that Sub-Client shall order service from Consultant, claiming it
to be pursuant to an agreement with Client, and if Consultant has not been
notified by Client to the contrary, Consultant shall not be obliged to question
such claim, but to treat Sub-Client as an agent of Client in making that order,
and in such case Consultant shall be paid for such service by Client, leaving
Client to bill Sub-Client if appropriate.

10. Notwithstanding paragraph 8, Client recognizes that Consultant has other
Clients, including parties who may be Clients of Client, and Client acknowledges
that parties which are not introduced or disclosed to Consultant by Client that
make direct contact with Consultant in the ordinary course of their respective
business may be or become Clients of Consultant without such business
relationship being in conflict with the business relationship established by
this Contract.

11. Consultant shall perform all services in accordance with the
highest professional standards prevailing in the area at the time, and shall at
all times attempt to serve the best interests of Client in connection with such
services, and shall advise Client when services it requests are not in its best
interest or in the best interest of its Sub-Clients. Likewise, Client agrees to
conduct its business with Sub-Client and others in accordance with the highest
business ethics, and Consultant shall have the right, after due notice to
Client, to notify Sub-Client of any breach of such ethics.

12. In the event that either party shall cease conducting business in the normal
course, become insolvent, make a general assignment for the benefit of
creditors, suffer or permit the appointment of a receiver for its business or
assets, or shall avail itself of, or become subject to, any proceeding under the
Federal Bankruptcy Act or any other statute of any state relating to insolvency
or the protection of the rights of creditors, then, at the option of the other
party, this Contract shall terminate and be of no further force and effect,
except for the payment of outstanding claims and the return to either party of
such property, tangible or intangible, which shall be in its possession.

13. This Contract and the services to be performed hereunder shall not be
assigned or delegated by either party without the consent of the other.

14.  If  any  affiliate,  parent,  subsidiary,  or  other  company  controlling,
controlled,  or in common  control  with a party  shall  take or omit any action
which,  if done or  omitted  by the  party  would  constitute  a breach  of this
Contract, such shall be deemed a breach by such party with like legal effect.

15. Each party shall indemnify the other against all direct losses, costs and
expenses, including reasonable attorney fees and court costs, which the other
may incur by reason of the breach of any term, provision, covenant, warranty, or
representation contained herein or in connection with the enforcement of this
Contract or any provisions thereof.

16. Concerning the services rendered hereunder, the liability of the Client
shall be limited to the total amount payable under this Contract, the liability
of the Consultant shall be limited to the total amount payable and received, and
neither party shall be liable to the other for any indirect, special, or
consequential damages.

17. Neither party shall be responsible for delays in performance resulting from
acts beyond the control of such party. Such acts shall include but not be
limited to acts of God, strikes, lockouts, riots, acts of war, epidemics,
governmental regulations imposed after the fact, fire, theft, power failure,
communication failure, storms, earthquakes, or other disasters.

18. Each party  acknowledges  that all material and information that has or will
come into the  possession or knowledge of each in connection  with this Contract
or the performance hereof, consists of proprietary or confidential  information,
whose  disclosure or use by third  parties may be damaging.  Each will hold such
material or information in strictest confidence, will not make use thereof other
than for the  performance of this  Contract,  shall release it only to agents or
employees  requiring  such  information,  and shall not disclose it to any other
party.  Each party shall require any employee or agent to whom such  information
is to be disclosed  to sign a written  agreement  binding  himself not to use or
disclose it. Each shall take adequate  security  precautions to insure that such
information  does  not  fall  into  the  hands  of  unauthorized  persons.  Such
proprietary  information  does not include  skills,  insights,  or  professional
knowledge that Consultant may acquire during the course of the Contract.

19. The parties to this Contract acknowledge that performance of this Contract
may result in the development of new proprietary or secret concepts, methods,
techniques, processes, adaptations, or applications, which may or may not be
protected by patent or copyright. The parties agree that the same shall, in the
absence of other agreement to the contrary, belong to Consultant, but Client
shall have a non-exclusive enterprise license to use such.


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20. For the term of ongoing projects performed under this Contract, and for a
period of six (6) months thereafter, each party agrees not to employ agents or
employees of the other party without its written consent. But if after the
period expires an agent or employee of the other is hired, and a new service
order is issued under this Contract, this shall not constitute a breach of this
provision or require that that former agent or employee be terminated.

21. Each party shall perform hereunder in accordance with applicable laws,
rules, and regulations now or hereafter in effect. If any provision of this
Contract shall be found to be illegal or unenforceable, then the remaining
provisions of this Contract shall remain in full force and effect, and such term
or provision shall be deemed stricken for as long as it remains illegal or
unenforceable.

22. No term or provision hereof shall be deemed waived and no breach excused,
unless such waiver or consent shall be in writing. Any consent by any party to,
or waiver of, any breach by the other, whether express or implied, shall not
constitute consent to, waiver of, or excuse for, any other different or
subsequent breach.

23. All notices under this Contract shall be deemed duly given if delivered by
hand or by certified mail, return receipt requested, to the designated address
of the other party.

24. In the absence of agreement to the contrary, this
Contract shall be governed by the laws of the state in which the services are
delivered, if delivered in person by an agent or employee of the Consultant, by
the laws of the state from which services are delivered if shipped or delivered
by electronic or other means, and otherwise by the laws of the state of
Maryland.

25. In the purchasing of any product for Client pursuant to service
orders under this Contract, Consultant shall be deemed as acting as agent for
Client, not as a dealer or distributor, and shall not be liable for any sales,
use, or business taxes therefore, or for any product warranty, express or
implied.

26. In the course of performing this Contract and services hereunder, Client
shall furnish Consultant with extra copies of documentation and software, which
Consultant shall retain solely for use in providing further services hereunder.
Neither party shall infringe upon or violate any patent, copyright, trade
secret, or other proprietary right of any third party.

27. Consultant shall furnish Client, upon request,  with the source code for any
software  developed by Consultant  under this Contract,  unless such  disclosure
would violate the rights of a third party,  charging  therefore only the cost of
making  the copy  and the cost of the  medium  on which  the copy is  furnished.
Client may require  Consultant to place with a mutually  agreed escrow agent any
source  code to  which  Consultant  has all  rights  which is not  developed  in
response to service  orders under this  Contract but which is used by Consultant
to provide such service, and which Client would need to continue use of software
provided under this Contract if Consultant  should become unable or unwilling to
do so.  Client  shall have the right to modify such source code for its own use,
but the source code so modified shall be subject to the same restrictions on the
use, reproduction, and disclosure as the original code.

28. In any project lasting more than a week, Consultant shall make regular
progress reports at weekly or other agreed intervals, and shall receive progress
payments for work done to date, with no retainage. Client shall have the right
to cancel such project at any stage, upon payment to Consultant of fees earned
and reimbursable expenses incurred to the date and time of receipt of the notice
of such cancellation.

29. Consultant shall warrant its hardware installation and maintenance and its
software development and maintenance work for a period of ninety (90) days after
delivery of completed work, but shall warrant only its own labor, and the
warranty on software shall be limited to defects which cause the programs to
cease execution, issue error messages, or calculate incorrect values, when used
properly with valid data. Consultant may void this warranty if the hardware or
software is modified in any way by any person or event not under the control of
Consultant, such as power failures.

30.  Consultant  agrees to maintain  at its own  expense  all  legally  required
insurance for its premises,  associates, or employees, including but not limited
to,  workman's  compensation,  disability,  or  unemployment  insurance,  and to
provide  Client  with  certification  thereof  upon  request.  It shall  also be
responsible  for  any and all  withholding  and  social  security  taxes  on its
associates.

31. Consultant shall have the right to perform any work at its own premises,
using its own equipment. Consultant shall be responsible for the care and
protection of any equipment or software in its possession belonging to Client or
Sub-Clients.
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32. Client grants Consultant a security interest in all of its computer-related
personal property, including substitutions, replacements, and additions thereto,
to secure full payment of any charges owed to Consultant under this Contract.

33. Each party shall have the right to inspect, at reasonable times, records of
the other, which bear upon compliance with the terms, and provisions of this
Contract.

34. The signatories to this Contract guarantee its terms as individuals, as well
as in any corporate capacities.

35. This Contract constitutes the entire agreement between the parties with
respect to the subject matter thereof. All prior agreements, representations,
statements, negotiations, and understandings are superseded hereby.
Agreed upon this ________ day of _______________, 20____.
Client:_____________________________

Signature:__________________________

Printed Name:_______________________

Federal EIN:________________________



Consultant: HTRG Consulting, L.L.C.


Signature: __________________________
H. Thomas Gibbs, President
Federal EIN: 52-2147897



FEE SCHEDULE
Following are the rates for each of the indicated categories of service. If a
session consists of a mix of services of different categories, the category for
the highest rate governs the rate for the session.
Real Estate Evaluation & Assessment (Includes Consultant and up to two trainees)
o Mixed Use Properties, 140.00 Per Hour o Commercial Properties, 110.00 Per Hour
o Residential Properties, 105.00 Per Hour Program Design, 150.00 Per Hour
Including:
o        Systems analysis
o        Program design
o        Program specification
o        Programming
o        Product evaluation
o        Hardware design
o        Training
o        Documentation
Systems integration, 155.00 Per Hour Including:
o        Hardware or software installation
o        Hardware or software maintenance
o        Operation
o        Systems administration
o        Quality assurance
Waiting, travel time, unproductive time required by job or made unproductive by
Client 50.00 Per Hour The following are default expense rates which prevail in
the absence of receipts showing other values:
Per diem
80.00

                                    Mileage
                           0.40/mi consultant vehicle

Aircraft
Published Air Fare

Tips
15.00%

Base  address for  computing  mileage is 15324  Spencerville  Court,  Suite 201,
Burtonsville,  Maryland 20866,  unless stated  otherwise.  Note:  Mileage is not
charged within the Washington, D.C. metro area.

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