Exhibit 4.1

                              CONSULTING AGREEMENT

      THIS CONSULTING AGREEMENT ("Agreement") entered into as of April 17, 2003
by and between Napoli Enterprise, Inc., a Colorado corporation (hereinafter
referred to as the "Company") and Veasti Ciumac (hereinafter referred to as the
"Consultant").

                                   WITNESSETH

      WHEREAS, the Company is in the business of making and selling premium
quality wine (the "Business");

      WHEREAS, the Company recognizes the unique qualifications of the
Consultant and desires to secure the consulting services of the Consultant on
the terms and conditions set forth herein; and

      WHEREAS, the Consultant has agreed to provide such services on the terms
and conditions set forth herein.

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

1.    SCOPE OF SERVICES AND RELATIONSHIP BETWEEN PARTIES

      1.1   Subject to the terms and conditions hereof, the Company hereby
            retains the Consultant to render consulting services (the
            "Services") to the Company as and when requested by the Company in
            connection with: (a) serving as the Company's representative in the
            North American wine market; (b) establishing and developing the
            business presence of the Company in the North American wine market;
            and (c) coordinating corporate compliance with all applicable
            statutes; (d) recruiting a team of experts to assist the Company is
            establishing a presence in North America.

      1.2   The Consultant hereby agrees to faithfully perform the Services as
            and when requested by the Company.

      1.3   The Consultant agrees that he is an independent contractor and is
            not an agent or an employee of the Company or a partner or joint
            venturer with the Company. The Consultant shall not be entitled to
            any benefits from the Company and the Company shall not withhold any
            amounts for taxes from payments made to the Consultant. The
            Consultant shall be responsible for the filing of all forms and the
            payment of all taxes in connection with amounts paid to him by the
            Company and shall indemnify the Company and hold the Company
            harmless with respect to the payment of all such taxes.

<PAGE>

2.    TERM

This Agreement shall continue for one year from the effective date hereof with
no automatic renewal.

3.    FEES AND EXPENSES

      3.1   Fees. No later than four months after the date hereof, the Company
            will issue to the Consultant a fee of 2,000,000 shares of the common
            stock of the Company. The shares will issued for services
            performance. The shares when issued to the Consultant will be
            fully-paid and non-assessable.

      3.2   Reimbursement of Expenses. The Company shall promptly pay or
            reimburse the Consultant for all reasonable expenses actually and
            properly incurred or paid by him in connection with the performance
            of his Services under this Agreement (including, without limitation,
            travel expenses) upon presentation of expense statements or vouchers
            or such other supporting documentation in such form and containing
            such information as the Company may from time to time require.

4.    COVENANTS

            (a)   The Consultant covenants agrees that he will not disclose,
                  cause to be disclosed or otherwise allow Confidential
                  Information (defined below) of the Company to come into the
                  possession of any person or entity (other than those persons
                  and entities that the Company has determined as being entitled
                  thereto). For purposes of this Agreement, "Confidential
                  Information" shall include confidential, proprietary, or trade
                  secret information (including, without limitation, all
                  information which the Company has sought to protect from
                  disclosure or that the law protects from disclosure) available
                  to the Consultant or of which the Consultant becomes aware
                  during the term of this Agreement relating in any fashion to
                  the Company, including, but not limited to, information
                  relating to the Business and the Company's systems,
                  operations, finances, investments, transactions, negotiations,
                  claims, potential claims, sales, marketing, plans, pricing,
                  customers, policies, practices, procedures, ownership,
                  employees, and management, as well as the Company's software
                  (in any stage of development), programs (whether or not in
                  final form), ideas, inventions, concepts, formulas, methods,
                  development, research, designs, drawings, schematics,
                  specifications, techniques, models, data, source code, object
                  code, flow diagrams, and documentation. The description of
                  "Confidential Information" is intended to be construed in its
                  broadest possible meaning, and includes all such information
                  in any and all forms, whether written, oral, on a computer,
                  tape, chip, or a disk, whether prepared by the Consultant, by
                  the Company, or by others, whether or not fixed in tangible
                  form, and includes all originals, summaries, portions, and
                  copies of any and all such information.


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<PAGE>

            (b)   Notwithstanding anything in this Agreement (including, without
                  limitation, Section 4.1(a)) to the contrary, the Consultant
                  may disclose Confidential Information in the following
                  circumstances:

                  (i)   where necessary for the Consultant to faithfully perform
                        the Services. In the event the Consultant is unsure as
                        to whether this exception applies, the Consultant agrees
                        to confer with the President of the Company and not to
                        make or permit any such disclosure unless or until the
                        President of the Company determines that this exception
                        applies;

                  (ii)  where such information is known in the industry, except
                        if such knowledge results from a breach of this
                        Agreement or another obligation of confidentiality owed
                        to the Company;

                  (iii) where the Consultant has the express, prior written
                        permission of the of the Company;

                  (iv)  where necessary to comply with any legal obligation
                        applicable to the Consultant; provided however, that
                        before disclosing or permitting disclosure of any
                        Confidential Information pursuant to a legal obligation,
                        the Consultant agrees to (a) immediately notify the
                        Company of the legal obligation that the Consultant
                        believes requires that he make or permit such
                        disclosure, and (b) diligently and lawfully, with
                        reasonable prudence, attempt to wait before making such
                        disclosure to afford the Company the opportunity to
                        oppose disclosure, or to obtain assurances that the
                        information disclosed will be either formally designated
                        or ordered by a court or governmental body as
                        confidential, or will be otherwise protected from
                        further disclosure. In the event the Consultant receives
                        a request for Confidential Information or believes he is
                        obligated to make or permit disclosure by virtue of any
                        legal obligation applicable to the Consultant, the
                        Company will provide the Consultant with legal counsel
                        reasonably satisfactory to the Consultant to assist in
                        fulfilling his obligations and protecting the
                        confidentiality of the Company's Confidential
                        Information.

            (c)   It is agreed that the Company has the right, exercisable at
                  any time in its sole discretion, to apply and/or seek
                  enforcement of any of the provisions of this Section 4 for a
                  lesser period of time and/or to a lesser extent or scope than
                  provided herein. If the Consultant feels that any of the
                  provisions of this Section 4 are unreasonable when applied to
                  the Consultant or any of the Consultant's proposed or
                  anticipated actions in the future, the Consultant may ask for
                  an exception to such provisions or a limitation or reduction
                  in the application, time, extent, or scope of the provisions
                  by sending a letter to the Company. All such requests will be
                  given good faith consideration by the Company. In the event of
                  a


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<PAGE>

                  violation of Section 4.1 of this Agreement, the Company shall
                  be entitled to seek injunctive relief in addition to damages
                  and other remedies for the violation.

5.    MISCELLANEOUS

      5.1 This Agreement expresses the entire understanding and agreement of the
      parties and supersedes any and all prior agreements and understandings,
      whether written or oral, relating in any way to the subject matter of this
      Agreement. This Agreement cannot be modified, amended or supplemented
      except by a written instrument or instruments executed by each of the
      parties hereto.

      5.2 All rights and remedies herein granted or referred to are cumulative,
      resort to one shall not preclude resort to another. No waiver by either
      party of a breach of this Agreement, or any part hereof, shall be deemed
      to be a waiver of any other prior, concurrent or subsequent breach of the
      same or different provisions of this Agreement.

      5.3 This Agreement shall be governed by and construed under the laws of
      the State of New York. If any provision of this Agreement shall be found
      by a court of competent jurisdiction to be unreasonable, invalid or
      unenforceable, as written, the Consultant and the Company hereby
      specifically and irrevocably authorize and request said court to revise
      the unenforceable, unreasonable or invalid provisions in a manner which
      shall result in the provisions being enforceable while remaining as
      similar as legally possible to the purpose and intent of the original
      provisions.

      5.4 In any action, proceeding or arbitration arising out of this
      Agreement, the prevailing party shall be entitled to request and receive
      an amount as and for the reasonable counsel fees and expenses incurred by
      the prevailing party in connection with such action, proceeding or
      arbitration.

      5.5 Any notice, demand, request, amendment, waiver or other communication
      under this Agreement shall be in writing and shall be deemed to have been
      duly given (i) on the date of delivery if delivered to the address of the
      party specified below (including delivery by courier), or (ii) on the
      fifth day after mailing if mailed to the party to whom notice is to be
      given to the address specified below, by first class mail, certified or
      registered, return receipt requested, postage prepaid, or (iii) on the
      date of transmission if sent by facsimile transmission to the facsimile
      number given below, and telephonic confirmation of receipt is obtained
      promptly after completion of transmission, as follows:


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<PAGE>

            If to the Company :   35, Vlaicu Pircalab str.
                                  Chisinau, Rep. of Moldova

            with a copy to:       Davies Ward Phillips & Vineberg LLP
                                  625 Madison Avenue
                                  New York, New York 10022
                                  Attn: Howard H. Jiang, Esq.
                                  Facsimile: (212) 308-0132

            If to Consultant:     2645 Cropsey Aveneue
                                  Brooklyn, NY 11214

            with a copy to:       Davies Ward Phillips & Vineberg LLP
                                  625 Madison Avenue
                                  New York, New York 10022
                                  Attn: Howard H. Jiang, Esq.
                                  Facsimile: (212) 308-0132

            Any party may from time to time change its address or facsimile
            number for the purpose of notices to that party by a similar notice
            specifying a new address or facsimile number, but no such change
            shall be deemed to have been given until it is actually received by
            the party sought to be charged with its contents.

      5.6 Neither party may assign its rights or obligations under this
      Agreement to any other person or entity without the express written
      consent of the other party.

      5.7 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 one and the same instrument.

      IN WITNESS WHEREOF, the Company and the Consultant, intending to be
legally bound, have executed this Agreement as of the day and year first above
written.

                                            NAPOLI ENTERPRISES, INC.


-------------------------------            -------------------------------------
Veasti Ciumac                                         Greg Sonic
                                                      President


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<PAGE>

                                                     July 21, 2002

Napoli Enterprises, Inc.
35, Vlaicu Pircalab str.
Chisinau, Rep. of Moldova

Ladies and Gentlemen:

      We have acted as counsel to Napoli Enterprises, Inc. (the "Corporation")
in connection with the filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 (the "Registration Statement") with respect
to an aggregate of 2,000,000 Common Shares of the Corporation to be issued in
connection with that certain Consulting Agreement between the Corporation and
Veasti Ciumac.

      We have examined the articles and bylaws of the Corporation and such other
corporate records and proceedings and other materials as we have deemed
appropriate and necessary to enable us to give the opinion hereinafter
expressed.

      In expressing the opinion set forth below, we assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as copies
thereof and the authenticity of the originals of such documents.

      Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly created and when issued pursuant to the terms of the
Consulting Agreement, will be validly issued and outstanding as fully paid and
non-assessable shares.

      We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.

                                         Yours truly,


                                         /s/ Davies Ward Phillips & Vineberg LLP
                                         ---------------------------------------
                                             Davies Ward Phillips & Vineberg LLP


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