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EXHIBIT 4.1

CONSULTING AGREEMENT, dated the day of February, 2003, by and between National
Management Consulting, Inc., a Delaware corporation having executive offices at
150 Broad Hollow Road, Melville, New York (the "Company"), and , an individual,
(the "Consultant").

                              W I T N E S S E T H :

WHEREAS, the Consultant has considerable knowledge of and experience providing
consulting services regarding the identification, evaluation, structuring,
negotiating and closing of joint ventures, strategic alliances and business
acquisitions as well as product development (the "Business"); and

WHEREAS,  the  Company  desires to obtain the  benefit of  Consultant's  special
knowledge and experience regarding the identification,  evaluation, structuring,
negotiating  and closing of joint  ventures,  strategic  alliances  and business
acquisitions as well as product development; and

WHEREAS,  the Company's  management has determined  that it would be in the best
interest  of  the  Company  to  make  use  of  the  Consultant's  knowledge  and
experience; and

WHEREAS, Consultant desires to serve as consultant to the Company;

NOW,  THEREFORE,  in  consideration of the premises and the mutual covenants and
agreements  herein  contained  the Company and the  Consultant  hereby  agree as
follows:

1. Term. The Company hereby engages Consultant to render the consulting services
as hereinafter set forth,  and Consultant  hereby agrees to render such services
for a period  commencing  the date hereof and  terminating  on February 28, 2004
(the "Term").

2.  Consulting  Services.  The Company  hereby retains the  Consultant,  and the
Consultant  agrees,  to render  consulting and advisory  services to the Company
during the Term hereof in connection  with the Business,  from time to time, and
as the Chief Executive Officer of the Company may reasonably request. Consultant
shall not be required to expend any minimum  number of hours  hereunder  and the
rendering  of  all   consulting   services  shall  be  subject  in  priority  to
Consultant's own business interests.

3. Consulting Fees. In  consideration  for (i) the availability of Consultant to
render the services,  (ii) the services to be rendered by Consultant  during the
Term,  and (iii) the other  provisions  of this  Agreement,  the  Company  shall
promptly issue to the  Consultant  shares of the Company's  common stock,  which
shares shall be subject to S-8 Registration.

4. Expenses.  Upon  submission of proper  vouchers or other similar  evidence of
expenditures,   the  Company  shall,  upon  request  by  Consultant,   reimburse
Consultant  for all reasonable  travel and  out-of-pocket  expenses  incurred by
Consultant in connection  with services  requested and rendered  hereunder.  All
expense items require the prior approval of the Company.

5. Notices. All notices,  requests,  demands and other communications  hereunder
shall be in  writing  and shall be deemed to have been duly  given  when  either
served  personally  or two (2) business  days after being sent priority next day
delivery by a nationally  recognized  courier or three (3)  business  days after
being mailed by certified or registered mail,  return receipt  requested;  if to
the  Company  or to  Consultant,  then at the  respective  address  first  above
written.

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6. Assignability. This Agreement shall inure to the benefit of and be binding
upon the parties, their successors and permitted assigns. Neither party may
assign this Agreement or its rights or obligations hereunder without the prior
written consent of the other party.

7. Entire  Agreement.  This instrument  constitutes the entire  agreement of the
parties  hereto with respect to the subject  matter  hereof and  supercedes  all
prior agreements and understandings, written or oral, among them with respect to
the subject  matter  hereof.  This  Agreement  may be modified only by a written
instrument signed by the parties.

8. Governing Law. This Agreement shall be governed by and construed (both as to
validity and performance) and enforced in accordance with the laws of the State
of New York without giving effect to the conflicts or choice of law provisions
thereof.

9. Counterparts. This Agreement may be executed in counterparts each of
which shall be deemed an original and all of which taken together shall
constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.

National Management Consulting, Inc.


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By:                        , President

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