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                                                                  Exhibit 4.1(b)


                              CONSULTING AGREEMENT

     AGREEMENT, effective as of the 24/th/ day of September, 2001, between
Aquatic Cellulose International Corporation, a Nevada Corporation (the
"Company"), of 3704 32nd Street, Vernon BC, VIT 5N6, and Owen Naccarato (the
"Consultant"), of 19600 Fairchild, Suite 260, Irvine, California 92612.

     WHEREAS, THE Company desires the Consultant to provide consulting services
to the Company pursuant hereto and Consultant is agreeable to providing such
services.

     NOW THEREFORE, in consideration of the premises and the mutual promises set
forth herein, the parties hereto agree as follows:

     16. Consultant shall serve as a consultant to the Company on general
         corporate matters, particularly related to shareholder relations, and
         other projects as may be assigned by Gary Ackles, Chief Executive
         Officer of the Company on an as needed basis.

     17. The Company shall be entitled to Consultant's services for reasonable
         times when and to the extent requested by, and subject to the direction
         of Mr. Ackles.

     18. Reasonable travel and other expenses necessarily incurred by Consultant
         to render such services, and approved in advance by the Company, shall
         be reimbursed by the Company promptly upon receipt of proper
         statements, including appropriate documentation, with regard to the
         nature and amount of those expenses. Those statements shall be
         furnished to the Company monthly at the end of each calendar month in
         the Consulting Period during which any such expenses are incurred.
         Company shall pay expenses within fifteen (15) business days of the
         receipt of a request with appropriate documentation.

     19. In consideration for the services to be performed by Consultant, the
         Consultant will receive warrants to purchase One million, three
         hundred-fifty thousand (1,250,000) shares of the common stock of the
         Company at an exercise price of one cent ($0.01) per share.

     20. It is the express intention of the parties that the Consultant is an
         independent contractor and not an employee or agent of the Company.
         Nothing in this agreement shall be interpreted or construed as creating
         or establishing the relationship of employer and employee between the
         Consultant and the Company. Both parties acknowledge that the
         Consultant is not an employee for state or federal tax purposes. The
         Consultant shall retain the right to perform services for others during
         the term of this agreement.


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     21. Neither this agreement nor any duties or obligations under this
         agreement may be assigned by the Consultant without the prior written
         consent of the Company.

     22. This agreement may be terminated upon ten (10) days written notice by
         either the Company or the Consultant.

     23. Any notices to be given hereunder by either party to the other may be
         given either by personal delivery in writing or by mail, registered or
         certified, postage prepaid with return receipt requested. Mailed
         notices shall be addressed to the parties at the addressed appearing in
         the introductory paragraph of this agreement, but each party may change
         the address by written notice in accordance with the paragraph. Notices
         delivered personally will be deemed communicated as of actual receipt;
         mailed notices will be deemed communicated as of two days after
         mailing.

     24. This agreement supersedes any and all agreements, either oral or
         written, between the parties hereto with respect to the rendering of
         services by the Consultant for the Company and contains all the
         covenants and agreements between the parties with respect to the
         rendering of such services in any manner whatsoever. Each party to this
         agreement acknowledges that no representations, inducements, promises,
         or agreements, orally or otherwise, have been made by any party, or
         anyone acting on behalf of any party, which are not embodied herein,
         and that no other agreement, statement, or promise not contained in
         this agreement shall be valid or binding. Any modification of this
         agreement will be effective only if it is in writing signed by the
         party to be charged.

     25. This agreement will be governed by and construed in accordance with the
         laws of the State of California, without regard to its conflicts of
         laws provisions; and the parties agree that the proper venue for the
         resolution of any disputes hereunder shall be Orange County,
         California.

     26. For purposes of this Agreement, Intellectual Property will mean (i)
         works, ideas, discoveries, or inventions eligible for copyright,
         trademark, patent or trade secret protection; and (ii) any applications
         for trademarks or patents, issued trademarks or patents, or copyright
         registrations regarding such items. Any items of Intellectual Property
         discovered or developed by the Consultant (or the Consultant's
         employees) during the term of this Agreement will be the property of
         the Consultant, subject to the irrevocable right and license of the
         Company to make, use or sell products and services derived from or
         incorporating any such Intellectual Property without payment of
         royalties. Such rights and license will be exclusive during the term of
         this Agreement, and any extensions or renewals of it. After termination
         of this Agreement, such rights and license will be nonexclusive, but
         will remain royalty-free. Notwithstanding the preceding, the textual
         and/or graphic content of materials created by the Consultant under
         this Agreement (as opposed to the form or format of such materials)
         will be, and hereby are, deemed to be "works made for hire" and will be
         the exclusive property of the Company. Each party agrees to execute
         such documents as may be necessary to perfect and preserve the rights
         of either party with respect to such Intellectual Property.


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     27. The written, printed, graphic, or electronically recorded materials
         furnished by the Company for use by the Consultant are Proprietary
         Information and are the property of the Company. Proprietary
         Information includes, but is not limited to, product specifications
         and/or designs, pricing information, specific customer requirements,
         customer and potential customer lists, and information on Company's
         employees, agent, or divisions. The Consultant shall maintain in
         confidence and shall not, directly or indirectly, disclose or use,
         either during or after the term of this agreement, any Proprietary
         Information, confidential information, or know-how belonging to the
         Company, whether or not is in written form, except to the extent
         necessary to perform services under this agreement. On termination of
         the Consultant's services to the Company, or at the request of the
         Company before termination, the Consultant shall deliver to the Company
         all material in the Consultant's possession relating to the Company's
         business.

     28. The obligations regarding Proprietary Information extend to information
         belonging to customers and suppliers of the Company about which the
         Consultant may have gained knowledge as a result of performing services
         hereunder.

     29. The Consultant shall not, during the term of this agreement and for a
         period of one year immediately after the termination of this agreement,
         or any extension of it, either directly or indirectly (a) for purposes
         competitive with the products or services currently offered by the
         Company, call on, solicit, or take away any of the Company's customers
         or potential customers about whom the Consultant became aware as a
         result of the Consultant's services to the Company hereunder, either
         for the Consultant or for any other person or entity, or (b) solicit or
         take away or attempt to solicit or take away any of the Company's
         employees or consultants either for the Consultant or for any other
         person or entity.

     30. The Company will indemnify and hold harmless Consultant from any claims
         or damages related to statements prepared by or made by Consultant that
         are either approved in advance by the Company or entirely based on
         information provided by the Company.

     Consultant:                        Company:
     Owen Naccarato                     Aquatic Cellulose International, corp.


     /s/ Owen Naccarato                  By:  /s/ Gary Ackles
                                             -----------------------------
     ______________________                  Gary Ackles
                                             Chief Executive Officer




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