EXHIBIT 10.4
                                                                    ------------

Consulting Agreement between Humana Trans Services Group, Ltd. and Riggs
& Associates

                              CONSULTING AGREEMENT


THIS AGREEMENT made as of April 22, 2002 between GEORGE L. RIGGS, III, of Riggs
& Associates (the "Consultant") and Humana Trans Services Group, Ltd., (the
"Company").


IN CONSIDERATION OF the mutual covenants, terms and agreements herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:

     1.   SERVICES. The Consultant shall, during the Term (as defined below)
          provide the following services (the "Services") to the Company, at
          such times as the Company may reasonably request:

               Assistance in the preparation of Amendments to Form SB-2 to be
               filed with the Security and Exchange Commission including related
               regulatory, financial reporting and accounting, and other
               business consulting.

     2.   COMPENSATION. The Company shall pay to the Consultant the sum of
          50,000 shares of common stock. The Company shall reimburse the
          Consultant for all reasonable expenses incurred in connection with
          this Agreement.

          The Consultant shall submit monthly invoices to the Principal for its
          compensation and related expenses.

     3.   TERM. This Agreement shall commence on April 23, 2002 and shall remain
          in effect until the effectiveness of form SB-2 with the SEC, which
          ever comes first (the "Term"), provided that the parties may, in
          writing, agree to extend the Term. Notwithstanding the foregoing, this
          Agreement may be terminated at any time at the option of one party,
          upon the failure of the other party to comply with the covenants,
          terms and agreements of this Agreement and upon notice of such failure
          to such other party.

          Upon any termination of this Agreement, the Consultant shall deliver
          to the Company any information which has been developed, maintained or
          copied by the Consultant in furtherance of this Agreement, or which
          may contain Confidential information, including, but not limited to
          files, lists, plans, papers, documents, or any electronic media. The
          Consultant shall secure all such written or descriptive matter in
          files at all times to prevent their loss or unauthorized disclosure,
          and to segregate Confidential Information at all times from the
          material of others.

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     4.   RIGHTS IN DATA.

          a.   All of the items prepared for or submitted to the Company under
               this Agreement (the "Items") shall belong exclusively to the
               Company. HOWEVER, IT IS UNDERSTOOD THAT ALL INFORMATION PROVIDED
               BY THE COMPANY TO THE CONSULTANT IS THE RESPONSIBILITY OF
               MANAGEMENT OF THE COMPANY AS TO THE ACCURACY AND RELIABILITY OF
               THAT INFORMATION.

          b.   To the extent that any pre-existing materials are contained in
               the Items, the Consultant grants to the Principal an irrevocable,
               non-exclusive right to (i) use, execute, reproduce, display,
               perform, distribute (internally or externally) copies of, and
               prepare derivative works based upon the Items and (ii) authorize
               others to do any, some or all of the foregoing. HOWEVER, PRIOR TO
               DISTRIBUTION OF SUCH ITEMS, THE COMPANY AGREES TO NOTIFY THE
               CONSULTANT AS TO THE INTENDED USE OF SUCH DISTRIBUTION AND THE
               CONSULTANT SHALL HAVE THE RIGHT TO REVIEW ALL DRAFTS OF SUCH
               INFORMATION PRIOR TO DISTRIBUTION.

          c.   The Consultant shall have the right to publish any information
               resulting from its performance under this Agreement in a manner
               which preserves the Company's right in the Items, after obtaining
               the Company's prior written approval, which approval shall not be
               unreasonably withheld; provided that any such approval may be
               conditional upon reasonable alterations or deletions to ensure
               that Confidential Information is not published.

          d.   No license or right is granted to the Consultant either expressly
               or by implication, estoppels or otherwise, to publish, reproduce,
               prepare derivative works based upon, distribute copies of,
               publicly display, or perform, any of the Items, except
               pre-existing materials of the Consultant or information available
               through the public domain, either during the Term or after
               termination of this Agreement.

     5.   NOTICES. All notices, requests, demands or other communications
          required by this Agreement or desired to be given or made by either of
          the parties to the other hereto shall be given or made by personal
          delivery or by mailing the same in a sealed envelope, postage prepaid,
          registered mail, return receipt requested, and addressed to the
          parties at their respective addresses set forth above or to such other
          address as may, from time to time, be designated by notice given in
          the manner provided in this paragraph. Any notice or communication
          mailed as aforesaid shall be deemed to have been given and received on
          the third business day next following the date of its mailing. Any
          notice or writing delivered to a party hereto shall be deemed to have
          it been given and received on the day it is delivered, provided that
          if such day is not a business day, then the notice or communication
          shall be deemed to have been given and received on the business day
          next following such date.

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     6.   COMPLIANCE WITH LAWS. The Consultant agrees that it will comply with
          all applicable laws, ordinances, regulations and codes in the
          performance of its obligations under this Agreement, including the
          procurement of permits and certificates where required.

     7.   ENTIRE AGREEMENT. This Agreement sets forth the entire Agreement
          between the parties hereto in connection with the subject matter
          hereof. No alteration, amendment or qualification of this Agreement
          shall be valid unless it is in writing and is executed by both of the
          parties hereto.

     8.   SEVERABILITY. If any paragraph of this Agreement or any portion
          thereof is determined to be unenforceable or invalid by the decision
          of any court by competent jurisdiction, which determination is not
          appealed or appeal able, for any reason whatsoever, such
          unenforceability or invalidity shall not invalidate the whole
          Agreement, but the Agreement shall be construed as if it did not
          contain the particular provision held to be invalid and the rights and
          obligations of the parties shall be construed and enforced
          accordingly.

     9.   FURTHER ASSURANCES. The parties hereto covenant and agree that each
          shall and will, upon reasonable request of the other, make, do,
          execute or cause to be made, done or executed, all such further and
          other lawful acts, deeds, things, devices and assurances whatsoever
          for the better or more perfect and absolute performance of the terms
          and conditions of the this Agreement.

     10.  GOVERNING LAW. This Agreement shall be governed by and construed in
          accordance with the laws of the State of New York.10.

     11.  RELATIONSHIP. The Consultant shall perform the Services as an
          independent contractor. Nothing contained in this Agreement shall be
          deemed to create any association, partnership, joint venture, or
          relationship of principal and agent or employer and employee between
          the parties hereto or to provide either party with the right, power or
          authority, whether express or implied, to create any such duty or
          obligation on behalf of the other party. The Consultant also agrees
          that it will not hold itself out as an affiliate of or partner, joint
          venturer, co-principal or co-employer with the Company, by reason of
          the Agreement and that the Consultant will not knowingly permit any of
          its employees, agents or representatives to hold themselves out as, or
          claim to be, officers or employees of the Company by reason of the
          Agreement.

     12.  CONSTRUCTION. In this Agreement, except as otherwise expressly
          provided, all words and personal pronouns relating thereto shall be
          read and construed as the number and gender of the party or parties
          referred to in each case require and the verb shall be read and
          construed as agreeing with the required word and pronoun.

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     13.  HEADINGS. The division of this Agreement into paragraphs and the use
          of headings are for convenience of reference only and shall not modify
          or affect the interpretation or construction of this Agreement or any
          of its provisions.

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



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Witness                             George L. Riggs, III
                                    Riggs & Associates LLC

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                                    James Zimbler
                                    President
                                    Humana Trans Services Group Inc.