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                                                                     EXHIBIT 4.3


CONSULTING   AGREEMENT




     This Consulting Agreement (the "Agreement") is entered into this ___day of
_________, 2002, by and between _______________________ (the "Company) and
______________________ (the "Consultant").


     WHEREAS, consultant is skilled in providing strategic business planning;

     WHEREAS, the Company desires to engage Consultant to provide business
planning and other services to the Company;

     NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration it is agreed:

1.    The Company hereby engages the Consultant and the Consultant hereby

      Accepts this engagement on a non-exclusive basis pursuant to the terms and
      conditions of this Consulting Agreement.

2.    Consultant shall assist the Company with public mergers and acquisitions.
      Consultant will also assist the Company in connection with general
      business strategy and marketing.

3.    In order to assist Consultant with his activities, the Company will
      provide Consultant with such information, as may be required by
      Consultant. Company will make available to Consultant copies of all
      material Agreements, notice of pending or threatened litigation and notice
      of all press releases.

4.    Consultant agrees that he has NOT been retained for any of the following
      activities and/or purposes:

      a.  For capital raising or for promotional activities regarding the
          Company's securities.



      b.  To directly or indirectly promote or maintain a market for the
          Company's securities.



      c.  To act as a conduit to distribute S-8 Securities to the general
          public.

      d.  To render investor relations services or shareholder communications
          services to the Company.

      e.  To render advice to the Company regarding the arrangement or effecting
          of mergers involving the Company that have the effect of taking a
          private company public.

5.    In consideration of the services to be provided, Consultant shall
      receive a fee of (45,000,000) shares of the Company's stock as mutually
      agreed.

6.    The Company will register these shares pursuant to a registration
      statement on Form S-8.

7.    During the terms of this Agreement, each party may have access to trade
      secrets, know how, formula, customer and price lists all of which are
      valuable, special, .proprietary and unique assets of each. The parties
      agree that all knowledge and information which each other shall acquire
      during the term of this Agreement shall be held in trust and in a
      fiduciary capacity for the sole benefit of the other party, its successors
      and assigns, and each agrees not to publish or divulge either during the
      term of this Agreement or subsequent thereto, knowledge any technical or
      confidential information acquired during the term of this Agreement. At
      the termination of this Agreement, or at any other time either party may
      request the other party deliver to the other, without retaining any
      copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
      plans, specifications, formulae or other documents relating to, directly
      or indirectly, any confidential information made or compiled by, or
      delivered or made available to or otherwise obtained by the respective
      parties. However, the foregoing shall not prohibit Consultant from
      engaging in ay work at any time following the termination of this
      Agreement.

8.    Except as otherwise provided herein, any notice or other communication to
      any party pursuant to or relating to this Agreement and the transactions
      provided for herein, shall be deemed to have been given or delivered when
      deposited in the United States Mail, registered or certified, and with
      proper postage and registration or certification fees prepaid, addressed
      at their principal place of business or to such other address as may be
      designated by either party in writing.

9.    This Agreement shall be governed and interpreted pursuant to the laws of
      _____________________, the parties agree to the jurisdiction of the
      __________________ courts with venue in ___________ County, ________. In
      the event of any breach of this Agreement, the prevailing party shall be
      entitled to recover all costs including reasonable attorney's fees and
      those that may be incurred on appeal.

10.   This Agreement may be executed in any number of counterparts, each of
      which when so executed and delivered shall be deemed an original, and it
      shall not be necessary, in making proof of this Agreement to produce for
      more than one counterpart.

      IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
      seals the day and year first above written.



      CONSULTANT:                                THE  COMPANY:


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