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                                                                   Exhibit 4.1


                              CONSULTING AGREEMENT
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     This  Agreement is entered into and is effective this twenty-seventh day of
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February, 2003 is by and between AuGrid Corporation., having its principle place
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of  business  at  2275  East  55th  St.,  Cleveland  Ohio,  (the "Company"), and
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Greenbridge  Management  Inc.,  having  its  principle place of business at  841
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Beckman  Dr.,  Bellmore,  New  York  11710,  (the  "Consultant").
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     WHEREAS  the Company desires to retain Consultant to provide services which
are  related  to  implementing  the  Company's  business  plan.

     1.     The  Company  hereby  retains  Consultant  to  render  certain
advisory services described below, which shall be rendered by Consultant without
any  direct  supervision  by  the Company and at such time and place and in such
manner (whether by conference, telephone, letter or otherwise) as Consultant may
determine.

          a)     Consulting  Services.  Consultant  will  provide  such
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consulting  services  and advice pertaining to the Company's    business affairs
as  the  Company may from time to time reasonably request.  Without limiting the
generality  of
the foregoing, Consultant will assist the Company in developing a strategic plan
to  initiate.  The  Consultant           will  also  assist  in  studying  and
evaluating  financing, merger and acquisition proposals, prepare reports thereon
when   advisable, and assist in negotiations and discussions pertaining thereto.



          b)     Mergers  and  Acquisitions.  Consultant  will  assist  in
                 --------------------------
          identifying  other  companies  in  similar  or  related  businesses
which  might  enter  into  joint  ventures with the Company or which could merge
their  businesses  advantageously  with  those  of  the Company. Consultant will
assist  in  formal  negotiations  and  valuations  relative  to  such mergers or
combinations.

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2.     The  Term  of this Agreement shall be six months from the date herein. At
the  end of the six-month period, or   upon termination of agreement, each party
will  be  relieved  of  any  further  obligation  of  performance  to the other;
provided,  however,  that all obligations of confidentiality, non-disclosure and
non-competition will continue in full force and effect for one (1) year from the
effective  date  of termination.  If this agreement shall be terminated prior to
the end of the Term, the Consultant shall not, in any event, be liable to return
any  pre-payment.  The  parties  hereby  agree  that any pre-payment is made and
shall  be  in consideration of Consultant's agreement to expend time, effort and
energy  on  behalf  of  Company  to  the  exclusion  of  other  clients.

3.     The  Company  hereby  agrees to provide the Consultant with the documents
and  the information enumerated below.  The Consultant agrees that it shall keep
all  such  information and the contents of such documents confidential and shall
utilize  such  information  and/or  documents  that  Company  shall provide are:

          a)     all  of  the  Company's  current  filings  with  the  SEC  or
               other  regulatory  bodies  with  jurisdiction  over  the
               Company's  activities;

          b)     copies  of  any  meetings  of  the  Company's  shareholders,
               directors  or  committees  of  its  board  of  directors;

          c)   the  Company's  current  audited  financial  statement  and
               any  unaudited  financial  statements  produced  currently
               by  the  Company's  auditors;  and

          d)     all  public  releases  of  information.

4.     Anything  to the contrary notwithstanding, in the event the Company shall
make  any  materially false filing or representation to any regulatory authority
of competent jurisdiction, or to the Consultant or to the public, the Consultant
may  terminate  this  Agreement,  for  cause upon three (3) days written notice.

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     5.     Upon  the  expiration  of  the  Term,  this  Agreement  shall
     automatically  renew  for  a  subsequent  six  month  term,  unless  either
     party  shall  notify  the  other at least thirty  days prior to expiration.

     6.     Confidentiality.  Except  in  the  course  of  the  performance
            ---------------
     of  its  duties  hereunder,  Consultant  agree that they shall not disclose
     any  trade  secrets,  know-how,  or  other  proprietary  information not in
     the  public  domain  learned  as  a  result  of  this  Agreement unless and
until  such  information becomes generally known.  Furthermore, for one (1) year
following the termination of this Agreement whether by expiration of the Term or
earlier termination, consultant will not disclose any proprietary information or
materials  relative to the Company to any other party, except in the furtherance
of  performing  the  Services.

     7.    Litigation  Expenses.  If  any  action  is  brought  by  either party
           --------------------
to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorney's fees, costs and disbursements in addition
to any other relief to which it may be entitled.

     8.     Notices.  Any  notice,  request,  demand  or  other  communi-
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cation required or permitted hereunder shall be deemed to be properly given when
personally served in writing or when deposited in the United States mail,
postage prepaid, addressed to the other party.

     9.      Governing  Law.  This  Agreement  is  made  and  shall  be
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governed and construed in accordance with the laws of the State of Ohio.

     10.      Assignment  and Termination.  This Agreement shall not be
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assignable by any party except to successors to all or substantially all of the
business of either party for any reason whatsoever without the prior written
consent of the other party, which consent may be arbitrarily withheld by the
party whose consent is required.

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               11.  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 a single document.

     In  consideration  of  the Services provided by the Consultant, the Company
agrees to pay to the Consultant 1,500,000 shares of freely tradable common
stock, which shall be transferred to the Consultant within five business days
from the date of this agreement.



     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  that
Agreement  as  of  the  day  and  year  set  forth  above.



By  ______________________________
     AuGrid  Corporation


By_______________________________
     Greenbridge  Management  Inc.

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