EXHIBIT 10.41

                              CONSULTING AGREEMENT


     THIS AGREEMENT,  made, entered into, and effective this 6th day of January,
2004 (the "Effective  Date"),  by and between SOS Resource  Services Inc., a New
York  Corporation  with its principal  place of business at 403 E. Main St. Port
Jefferson, NY 11777 (hereinafter referred to as "Consultant"), and Cedric Kusher
Promotions, Inc., a Delaware corporation with its principal place of business at
1414 Avenue of Americas,  Suite 1402, NY, NY 10019  (hereinafter  referred to as
"Corporation").

                              W I T N E S S E T H:

     WHEREAS,  Consultant  desires to provide such  consulting  services for the
Corporation as an independent  contractor,  with the understanding that he shall
not be required to devote his full time to the business of the  Corporation  and
shall be free to pursue other personal and business interests; and

     WHEREAS,  the Company is  desirous  of  retaining  the  Consultant  for the
purpose of corporate planning and financial restructuring.

     NOW, THEREFORE,  in consideration of the premises,  the mutual covenants of
the parties  herein  contained  and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged by each of the parties
hereto, it is agreed as follows:

     1. CONSULTING ARRANGEMENT.

     1.1  Contract  for  Services.  The  Corporation  hereby  contracts  for the
services  of  Consultant,  and  Consultant  agrees to  perform  such  duties and
responsibilities  and to render advice and consulting as may be requested by the
Corporation  during the term of this  consulting  arrangement in connection with
the  Corporation's   business  throughout  the  United  States  and  world  wide
("Consulting  Arrangement").  Consultant  shall use his best efforts to keep the
Corporation informed of all corporate business opportunities which shall come to
his attention and appear  beneficial to the  Corporation's  business so that the
Corporation  can  obtain  the  maximum  benefits  from  Consultant's  knowledge,
experience, and personal contacts.

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     1.2  Services  Rendered  by  Consultant.  Said  consulting  services  shall
include,  but not be  limited  to,  re-structuring  the  balance  sheet  for the
Corporation,  negotiating with creditors,  retiring debt, contract  negotiation,
preparation  and review of Private  Placement  Memoranda,  and other  consulting
services as the Corporation  deems necessary  directed toward  strengthening the
Corporation's  financial and business position.  The Consultant also agrees that
it will make substantial  introductions to the Corporation of suitable potential
investors who may be interested in investing in various financing vehicles being
offered for sale by the Corporation.

     1.3 Prohibited  Services.  The services to be rendered by the Consultant to
the Corporation  shall under no circumstances  include,  directly or indirectly,
the following:  (i) any  activities  which could be deemed by the Securities and
Exchange  Commission to constitute  investment  banking or any other  activities
required the  Consultant  to register as a  broker-dealer  under the  Securities
Exchange  Act of 1934;  (ii) any  activities  which  could  be  deemed  to be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction;  or (iii) any market making or promotional  activities regarding or
involving the Company's common stock.

     2.  RELATIONSHIP  BETWEEN  PARTIES.  During  the  term  of  the  Consulting
Arrangement,  Consultant  shall be deemed to be an  independent  contractor.  He
shall be free to devote his time,  energy and skill to any such person,  firm or
company as he deems advisable except to the extent he is obligated to devote his
time,  energy  and  skill  to the  Corporation  pursuant  to the  terms  of this
Agreement,  his obligation to the Corporation shall supercede other obligations.
Consultant  shall not be considered as having an employee  status  vis-a-vis the
Corporation,  or by virtue  of the  Consulting  Arrangement  being  entitled  to
participate  in any plans,  arrangements  or  distributions  by the  Corporation
pertaining to or in connection with any pension,  stock,  bonus, profit sharing,
welfare  benefits,  or  similar  benefits  for  the  regular  employees  of  the
Corporation. The Corporation shall not withhold any taxes in connection with the
compensation  due  Consultant  hereunder,  and Consultant and its principals and
shareholders  will be  responsible  for the payment of any such taxes and hereby
each agree to indemnify the Corporation against nonpayment thereof.

     3. COMPENSATION FOR THE CONSULTING ARRANGEMENT.

     3.1  Consideration  for  Consulting  Services.  It  is  understood  by  the
Consultant  that the  Company is  currently  in the  process of  undertaking  to
solicit  proxies from its  shareholders  seeking to authorize an increase in the
number of  authorized  shares of common  stock of the  Company  from 20  million
shares to 100 million shares (the "Proxy").

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As consideration for the consulting services to be provided by Consultant during
the term of this Agreement,  the Consultant  shall receive 2 million  restricted
shares of the company's common stock with piggy-back  registration rights on the
next Registration Statement to be filed by the Corporation. This total 2 million
shares shall be on a fully diluted basis (shall constitute 2 million of the then
authorized 100 million shares which will be authorized for the Corporation after
the proxy is  successfully  completed).  Such shares shall be paid to Consultant
within 30 days  after  the  completion  of the  proxy  and any  other  necessary
corporate action which must be taken to issue said shares, such corporate action
to be undertaken as quickly as  practicable.  In the event that the Proxy is not
successfully completed on or before June 30, 2004, this payment obligation shall
be null and void and the parties hereto shall attempt to  renegotiate  the terms
of  compensation  otherwise  provided  hereunder.  In the event that the parties
cannot agree on alternative  compensation,  this Agreement shall be void and the
Corporation shall have no obligation to the Consultant hereunder.

     3.2 Options. As additional  consideration for the consulting services to be
provided by Consultant  during the term of this Agreement,  the Consultant shall
receive options for the purchase of 1 million additional shares of common stock.
(Also with piggy-back  registration rights on the next Registration Statement to
be filed by the  Corporation).  These  options are for the purchase of 1 million
shares on a fully  diluted  basis  (options  to  purchase  1 million of the then
authorized 100 million shares which will be authorized for the Corporation after
the proxy is successfully  completed).  Such options shall be paid to Consultant
within 30 days of the completion of the proxy and any other necessary  corporate
action which must be taken to issue said options,  such  corporate  action to be
undertaken  as  quickly  as  practicable.  In the  event  that the  Proxy is not
successfully completed on or before June 30, 2004, this payment obligation shall
be null and void, and the parties hereto shall attempt to renegotiate  the terms
of  compensation  otherwise  provided  hereunder.  In the event that the parties
cannot agree on alternative  compensation,  this Agreement shall be void and the
Corporation shall have no obligation to the Consultant hereunder.

     The options to be issued shall have a five (5) year  expiration.  The above
options  will be as follows:  (a) 500,000  options  will be  exercisable  at one
dollar / share  (half of these on a cashless  basis);  and (b)  500,000  options
shall be exercisable at two dollars / share (half of these on a cashless basis).
In the event of any  subsequent  stock split,  Consultant  understands  that the
exercise price and/or number of option shares will be appropriately diluted.

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     3.3  Expenses.  All  expenses  of the  consultant  shall  be  borne  by the
consultant unless otherwise agreed to in writing by the Corporation.

     4. TERM OF CONSULTING  ARRANGEMENT.  The Consulting Arrangement shall begin
effective as of the Effective  Date of this  Agreement and shall  continue for a
period of twelve (12) months (the "Consulting Period").

     5. CONFIDENTIALITY COVENANTS.

     5.1 Acknowledgments by the Consultant. The Consultant acknowledges that (a)
during the Consulting  Period and as a part of his Consulting  Arrangement,  the
Consultant  will be  afforded  access to  Confidential  Information  (as defined
below);  (b) public  disclosure of such  Confidential  Information could have an
adverse effect on the Corporation  and its business;  (c) because the Consultant
possesses  substantial  technical  expertise  and  skill  with  respect  to  the
Corporation's business, the Corporation desires to obtain exclusive ownership of
each Consultant  Invention (as defined below),  and the Corporation will be at a
substantial competitive  disadvantage if it fails to acquire exclusive ownership
of  each  Consultant  Invention;  (d)  the  provisions  of  this  Section  5 are
reasonable   and  necessary  to  prevent  the  improper  use  or  disclosure  of
Confidential Information and to provide the Corporation with exclusive ownership
of all Consultant Inventions and other work product.

     5.2 Agreements of the Consultant.  In consideration of the compensation and
benefits to be paid or provided to the Consultant by the Corporation  under this
Agreement, the Consultant covenants as follows:

     (a)  Confidentiality.  During and  following  the  Consulting  Period for a
period of not less than three years,  the Consultant will hold in confidence the
Confidential  Information and will not disclose it to any person except with the
specific  prior  written  consent  of the  Corporation  or except  as  otherwise
expressly permitted by the terms of this Agreement.

     (i) Any trade  secrets of the  Corporation  will be  entitled to all of the
protections  and benefits  under New York  Statutes and common law and any other
applicable  law. If any  information  that the  Corporation  deems to be a trade
secret is found by a court of  competent  jurisdiction  not to be a trade secret
for  purposes  of  this  Agreement,  such  information  will,  nevertheless,  be
considered  Confidential   Information  for  purposes  of  this  Agreement.  The
Consultant  hereby waives any requirement  that the Corporation  submit proof of
the economic value of any trade secret,  confidential information or post a bond
or other security.

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     (ii) None of the foregoing obligations and restrictions applies to any part
of the Confidential  Information that the Consultant  demonstrates was or became
generally  available to the public other than as a result of a disclosure by the
Consultant.

     (iii)  The  Consultant  will not  remove  from the  Corporation's  premises
(except to the extent such  removal is for  purposes of the  performance  of the
Consultant's  duties  at  home  or  while  traveling,  or  except  as  otherwise
specifically  authorized by the  Corporation)  any document,  record,  notebook,
plan, model,  component,  device, or computer software or code, whether embodied
in a disk or in any other form  (collectively,  the  "Proprietary  Items").  The
Consultant  recognizes that, as between the Corporation and the Consultant,  all
of the Proprietary  Items,  whether or not developed by the Consultant,  are the
exclusive  property of the  Corporation.  Upon  termination of this Agreement by
either  party,  or upon the  request of the  Corporation  during the  Consulting
Period,  the Consultant  will return to the  Corporation  all of the Proprietary
Items in the Consultant's possession or subject to the Consultant's control, and
the  Consultant  shall not  retain any  copies,  abstracts,  sketches,  or other
physical embodiment of any of the Proprietary Items.

     (b)  Consultant   Inventions.   Each   Consultant   Invention  will  belong
exclusively  to the  Corporation.  The Consultant  acknowledges  that all of the
Consultant's  writing,  works of authorship,  and other Consultant Inventions or
work  product,  are works  made for hire and the  property  of the  Corporation,
including  any  copyrights,  patents,  or  other  intellectual  property  rights
pertaining  thereto.  If it is determined that any such works are not works made
for  hire,  the  Consultant  hereby  assigns  to  the  Corporation  all  of  the
Consultant's  right,  title,  and  interest,  including all rights of copyright,
patent,  and  other  intellectual  property  rights,  to or in  such  Consultant
Inventions. The Consultant covenants that he will promptly:

     (i) disclose to the Corporation in writing any Consultant Invention;

     (ii) assign to the Corporation or to a party designated by the Corporation,
at the Corporation's  request and without  additional  compensation,  all of the
Consultant's  right to the  Consultant  Invention  for the United States and all
foreign jurisdictions;

     (iii)   execute  and  deliver  to  the   Corporation   such   applications,
assignments,  and other  documents  as the  Corporation  may request in order to
apply  for and  obtain  patents  or  other  registrations  with  respect  to any
Consultant Invention in the United States and any foreign jurisdictions;

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     (iv) sign all other papers  necessary  to carry out the above  obligations;
and

     (v) give  testimony  and  render  any other  assistance  in  support of the
Corporation's rights to any Consultant Invention.

     5.3 Disputes or  Controversies.  The  Consultant  recognizes  that should a
dispute or  controversy  arising from or relating to this Agreement be submitted
for  adjudication to any court,  arbitration  panel,  or other third party,  the
preservation of the secrecy of Confidential Information may be jeopardized.  All
pleadings,  documents,  testimony, and records relating to any such adjudication
will be  maintained  in secrecy  and will be  available  for  inspection  by the
Corporation,  the Consultant,  and their respective  attorneys and experts,  who
will  agree,  in advance  and in  writing,  to  receive  and  maintain  all such
information in secrecy, except as may be limited by them in writing.

     5.4 Definitions.

     (a) For the purposes of this Section 5,  "Confidential  Information"  shall
mean any and all:

     (i) trade secrets  concerning the business and affairs of the  Corporation,
product  specifications,  data,  know-how,  formulae,  compositions,  processes,
designs, sketches, photographs, graphs, drawings, samples, inventions and ideas,
past,  current,  and  planned  research  and  development,  current  and planned
manufacturing or distribution methods and processes, customer lists, current and
anticipated customer requirements, non-public financial or business information,
price lists,  market  studies,  business plans,  computer  software and programs
(including  object  code  and  source  code),  computer  software  and  database
technologies,  systems,  structures,  and  architectures  and related  formulae,
compositions,    processes,   improvements,   devices,   know-how,   inventions,
discoveries,  concepts,  ideas, designs, methods and information,  and any other
information,  however  documented,  that is a trade secret within the meaning of
Chapter 688, Florida Statutes;

     (ii)  information  concerning the business and affairs of the  Corporation,
including  but  not  limited  to  historical  financial  statements,   financial
projections  and budgets,  historical  and  projected  sales,  capital  spending
budgets  and  plans,  the  names and  backgrounds  of key  personnel,  personnel
training and techniques and materials, and other important corporate information
and documents; and

     (iii) notes, analysis, compilations, studies, summaries, and other material
prepared by or for the Corporation  containing or based, in whole or in part, on
any information included in the foregoing.

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     (b) For the purposes of this Section 5,  "Consultant  Invention" shall mean
any idea, analysis, compilation, invention, technique, modification, process, or
improvement   (whether  or  not  subject  to  patent,   copyright  or  trademark
protection),  any industrial design (whether  registerable or not), and any work
of  authorship  (whether or not  copyright  protection  may be obtained  for it)
created,  conceived,  or  developed  by  the  Consultant,  either  solely  or in
conjunction with others, during the Consulting Period, or a period that includes
a portion of the Consulting Period,  that relates in any way to, or is useful in
any manner in, the business then being  conducted or proposed to be conducted by
the Corporation,  and any such item created by the Consultant,  either solely or
in conjunction with others, following termination of the Consultant's Consulting
Arrangement  with  the  Corporation,  that is  based  upon or uses  Confidential
Information.

     6. NON-COMPETITION AND NON-INTERFERENCE

     6.1  Acknowledgments by the Consultant.  The Consultant  acknowledges that:
(a) the services to be performed by him under this  Agreement  are of a special,
unique,   unusual,   extraordinary,   and   intellectual   character;   (b)  the
Corporation's  business  is  national  in scope  and its  products/services  are
marketed  throughout  the United  States  and world  wide;  (c) the  Corporation
competes with other  businesses  that are or could be located in any part of the
United  States  and  world  wide;  (d)  the  provisions  of this  Section  6 are
reasonable and necessary to protect the Corporation's business.

     6.2 Covenants of the Consultant. In consideration of the acknowledgments by
the Consultant, and in consideration of the compensation and benefits to be paid
or provided to the Consultant by the Corporation,  the Consultant covenants that
he is  expressly  prohibited  from  any of the  following  (either  directly  or
indirectly)  during the period of the  Consulting  Agreement and for three years
after the conclusion of the Consulting Agreement:

     (a) disclosing any Confidential Information of the Corporation.

     (b) consulting for or investing in, owning, managing, operating, financing,
controlling,   or  participating  in  the  ownership,   management,   operation,
financing,  or control of, being employed by,  associated with, or in any manner
connected with,  lending the  Consultant's  name or any similar name to, lending
Consultant's  credit to or render  services  or advice  to, any  business  whose
products  or  activities  compete  in whole  or in part  with  the  products  or
activities of the Corporation anywhere within the United States;

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     (c)  whether  for the  Consultant's  own  account or for the account of any
other person,  soliciting  business of the same or similar type being carried on
by the Corporation,  from any person known by the Consultant to be a customer or
competitor  of the  Corporation,  whether  or not the  Consultant  had  personal
contact  with such person  during and by reason of the  Consultant's  Consulting
Arrangement with the Corporation;

     (d)  whether for the  Consultant's  own account or the account of any other
person  (i)  soliciting,  employing,  or  otherwise  engaging  as  an  employee,
independent  contractor,  or otherwise,  any person who is or was an employee of
the  Corporation  at any time  during  the  Consulting  Period or in any  manner
inducing or  attempting to induce any employee of the  Corporation  to terminate
his Consulting  Arrangement or employment  arrangement with the Corporation;  or
(ii) interfering with the Corporation's  relationship with any person, including
any  person  who at any time  during  the  Consulting  Period  was an  employee,
contractor, supplier, consultant or customer of the Corporation; or

     (e) at any time  during or after the  Consulting  Period,  disparaging  the
Corporation  or any of its  shareholders,  directors,  officers,  employees,  or
agents.

     If any covenant in this Section 6.2 is held to be unreasonable,  arbitrary,
or against public policy,  such covenant will be considered to be divisible with
respect to scope,  time,  and geographic  area, and such lesser scope,  time, or
geographic  area,  or all of them,  as a court  of  competent  jurisdiction  may
determine to be reasonable,  not arbitrary,  and not against public policy, will
be effective,  binding,  and enforceable  against the Consultant.  The period of
time applicable to any covenant in this Section will be extended by the duration
of any violation by the Consultant of such covenant.

     7. NOTICES. All notices, consents,  waivers, and other communications under
this  Agreement  must be in  writing  and will be deemed to have been duly given
when (a) delivered by hand (with written  confirmation of receipt),  (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by  registered  mail,  return  receipt  requested,  or (c) when  received by the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the  appropriate  addresses and facsimile
numbers set forth below (or to such other  addresses and facsimile  numbers as a
party may designate by notice to the other parties):

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        If to the Corporation:   Cedric Kusher Promotions, Inc. a Delaware Corp.
                                 James Dilorenzo, Vice President
                                 1414 Avenue of Americas
                                 Suite 1402
                                 New York, New York 10019

        If to the Consultant:    SOS Resource Services Inc.
                                 Salvatore Russo, President
                                 403 E. Main St.
                                 Port Jefferson, NY 11777


     8.  BINDING  EFFECT.  This  Agreement  shall  extend to, shall inure to the
benefit  of and shall be  binding  upon all the  parties  hereto and upon all of
their respective heirs, successors and representatives.

     9. ENTIRE AGREEMENT. This Agreement,  including the agreements incorporated
by  reference,  contains  the entire  Agreement  among the  parties  hereto with
respect to the matters  contemplated  hereby and supersedes all prior agreements
and  undertakings  between  the  parties  with  respect  to such  matters.  This
Agreement may not be amended, modified or terminated in whole or in part, except
in writing, executed by each of the parties hereto.

     10.  INDEMNIFICATION.   Consultant  hereby  agrees  to  hold  harmless  and
indemnify  Corporation from and against any and all loss, damage,  expense,  and
cost (including reasonable attorneys' fees incurred in connection with the same)
incurred by  Corporation as a result of  Consultant's  breach of any covenant or
agreement  made herein or any other action  committed by the  Consultant  in the
course of performing his duties hereunder.

     11. SPECIFIC PERFORMANCE. The Consultant acknowledges that any violation of
the restrictive covenants or confidentiality  provisions in this agreement would
result in damages to the Corporation that are imminent and irreparable in nature
and are  further  difficult  to  measure  in terms of  monetary  damages.  It is
acknowledged  and agreed by Consultant that any breach of these provisions shall
constitute  irreparable injury to the Corporation and Consultant consents to the
entry of a temporary,  preliminary  and permanent  injunction  without need of a
bond to prevent any such injury to the Corporation.

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     12.  SEVERABILITY.  Should any part of any  provision of this  Agreement be
declared  invalid  by a  court  of  competent  jurisdiction,  such  decision  or
determination  shall not affect the  validity of any  remaining  portion of such
provision or any other provision and the remainder of the Agreement shall remain
in full force and  effect  and shall be  construed  in all  respects  as if such
invalid or unenforceable provision or portion thereof were not contained herein.
In the event of a declaration  of invalidity,  the provision or portion  thereof
declared invalid shall not necessarily be invalidated in its entirety, but shall
be observed  and  performed  by the parties to the  Agreement to the extent such
provision is valid and enforceable.

     13.  SECTION  HEADINGS.  The  section  headings  contained  herein  are for
convenience  of reference only and shall not be considered any part of the terms
of this Agreement.

     14. CHOICE OF LAW. This  Agreement  shall be  interpreted  and performed in
accordance  with  the laws of the  State of New  York,  and the  parties  agree,
notwithstanding  the  principles  of conflicts of law, that the internal laws of
the State of New York shall  govern and  control the  validity,  interpretation,
performance,  and enforcement of this Agreement. Venue for any action under this
Agreement shall rest in the Courts of New York County in the State of New York.

     IN  WITNESS  WHEREOF,  Consultant  has  hereunto  put  his  hand,  and  the
Corporation  has caused this  instrument to be executed in its corporate name by
its duly authorized officer, all as of the day and year first above written.


NOTE: ALL OTHER PREVIOUS  AGREEMENTS  SIGNED OR UNSIGNED ARE NULL AND VOID. THIS
AGREEMENT  WILL BE FINAL UNLESS BOTH PARTIES AGREE TO IN WRITING FOR ANY AND ALL
OTHER CHANGES.






CONSULTANT:                                 CORPORATION:

SOS Resource Services Inc.                  Cedric Kusher Productions, Inc.
Salvatore Russo, President                  Cedric Kushner, President

By: ______________________                  By:_____________________________

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