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EXHIBIT 4.1

        CONSULTING AGREEMENT WITH MERCATOR GROUP

	CONSULTING AGREEMENT, dated as of January 6, 2003 between
	MediaBus Networks, a Florida Corporation  (the "Company") and
	Mercator Group, a California Limited Liability Company with
	executive offices located at 555 S. Flower Street, Ste 4500, Los
	Angeles, California 90071 (the "Consultant").

WITNESSETH:

	WHEREAS, the Company, through its affiliates and principals, has
	extensive experience in its areas of expertise, including, without
	limitation, financial, strategic and operational consulting and
	other business matters; and

	WHEREAS, the Consultant has expertise in the assisting in the
	development and expansion of companies such as the Company, and

	WHEREAS, the Company desires to retain the services of the
	Consultant to render strategic advice with respect to the
	development of the Company; and

	WHEREAS, the Consultant wishes to render such services to the
	Company upon the terms, conditions and covenants set forth in this
	Agreement.

	NOW, THEREFORE, in consideration of the mutual promises and
	covenants hereinafter set forth, and subject to the conditions
	contained herein, the parties hereto hereby agree as follows:

I.	Terms of Service:

	Section 1.01  Duties:  The Consultant will advise the Company's
	management, employees, and agents with respect to the Company's
	field of interest and business, and strategic and commercial
	matters related to the Consultant's expertise.  The Consultant will
	use best efforts to assist the company in overall operational and
	business strategy.  Upon reasonable notice to the Consultant, the
	Company will have access to the Consultant at reasonable times in
	order to discuss matters related to the Company's business.  The
	services to be provided by the Consultant pursuant to the terms
	hereof, whether such services are performed verbally or in writing,
	shall be reasonable in terms of hours per month.  If no such
	services are requested, the consulting fees provided for herein
	shall still be paid.  Notwithstanding the foregoing, the Consultant
	will use the Consultants best efforts to provide the following
	services:

(a)	Assist the Company in identifying a potential merger or acquisition
	candidate; or

(b)	Assist the Company in exploring strategic alternatives to its
	current business; or

(c)	Assist the Company in listing on foreign exchanges.

	Section 1.02  Term:  Termination:  The term (the "Term") of this
	Agreement shall be twelve (12) months, commencing on the date
	hereof.  In the event of any earlier termination of this Agreement,
	the parties hereto agree that the Consultant shall be entitled to
	the amounts otherwise due hereunder notwithstanding such
	termination.

	Section 1.03  Consulting Fee.

(a)	The Company shall pay the Consultant ninety-five thousand dollars
	($95,000) in the form of common stock of the Company (4,750,000
	shares as of the date of this Agreement) (the "Consulting Shares");
	and

(b)	The Company shall pay a one time engagement fee of one thousand
	eight hundred fifty seven dollars in the form of common stock of
	the Company (92,850 shares as of the date of this Agreement) (the
	"Engagement Shares").

	Section 1.04  Expenses.  If the Company requests the Consultant to
	provide any specific services hereunder that cause the Consultant
	to incur expenses, the Company shall reimburse the Consultant for
	all expenses upon presentation of expense vouchers or statements or
	such other supporting information as the Company may require.
	However, notwithstanding anything contained in the foregoing to the
	contrary, the Consultant shall not incur any reimbursable expense
	in excess of $1,000.00 without the prior written consent of the
	Company.

II.	Miscellaneous:

	Section 2.01  No Violation of Other Agreements.  Each of the
	parties hereto represents and warrants that execution, delivery, or
	performance of this Agreement does not conflict with, or violate
	the terms of, any other agreement to which it is a party or by
	which it is bound.

	Section 2.02  Registration and Disbursement.  The Company agrees to
	register the common stock issued to the Consultant under an S-8
	Registration with the Securities Exchange Commission (the
	"Registration").  For the purpose of the Registration the Company
	agrees to distribute the Consulting Shares and the Engagement
	Shares in the following manner:

(a)	Anshuman Dube - 1,162,285 shares

(b)	Kurt Benjamin - 581,143 shares

(c)	Tisno Onggara - 581,143 shares

(d)	David Firestone - 581,143 shares

(e)	Karen White - 1,937,142 shares

	Section 2.03  Independent Contractor:  Limitation of Liability.

	(a)	The Consultant is an independent contractor to the Company,
	and nothing herein shall be deemed to constitute the Consultant or
	its agents as an employee or agent of the Company.

	(b)	The Company acknowledges that it remains solely responsible
	for the conduct and operation of its business and that the
	Consultant makes no representation or warranty and assumes no
	liability with respect to the outcome or result of any particular
	course of action or operation of the Company's business.

	Section 2.04  Notices.  Any notice provided under this Agreement
	shall be in writing and shall be deemed to have been effectively
	given when delivered personally, sent by private express mail
	service (such as Federal Express), or sent by registered or
	certified mail (return receipt requested) to the address set forth
	in the introductory paragraph hereof (or to other address as any
	party has furnished in writing to the other parties in accordance
	with the provisions of this Section 2.03).

	Section 2.05  Assignment.  None of the parties may assign its
	interest in this Agreement or delegate its responsibilities
	hereunder without prior written consent of the other party.

	Section 2.06  Severability.  The invalidity or unenforceability of
	any particular provision of this Agreement or portion thereof shall
	not affect the validity or unenforceability of any other provision
	thereof.  If any provision of this Agreement is adjudicated to be
	so broad as to be unenforceable, it shall be interpreted to be only
	as broad as is enforceable.

	Section 2.07	Counterparts:  Governing Law.  This Agreement may
	be executed in any number of counterparts, each of which shall be
	deemed an original, but all of which together shall constitute one
	and the same instrument.  This Agreement shall be governed by, and
	construed in accordance with, the laws of the State of California,
	without giving effect to conflict of laws.

	Section 2.08  Headings.  The article and section headings in this
	Agreement are solely for convenience of reference and shall be
	given no effect in the construction or interpretation of this
	Agreement.

By:
Mediabus Networks,

By: __________________________
	Ken Lipscomb, CEO

By:
MERCATOR GROUP, LLC

By: ____________________________

Name: _________________________

Title: ___________________________

Date: ___________________________