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                                   EXHIBIT 4.1


                            CONSULTING AGREEMENT WITH

                                SAMUEL PREMKUMAR

                              DATED JANUARY 5, 2001


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                               CONSULTING CONTRACT


         This Consulting Agreement ("Agreement") made as of the 5th day of
January, 2001, by and between Samuel Premkumar, a natural person residing at
127 Moreland Close Hampton Middlesex TW123YX England ("Consultant"), and
Intelilabs.com Inc, at 1620 Water Gardens, 26th St. Santa Monica CA 90404,
(the "Company," which term includes its Subsidiaries).

     Whereas the Company has expressed a need to obtain the services of an
experienced consultant to provide service to the Company.

     Whereas the Consultant has professional knowledge and experience in the
area of business consulting, identifying merger and acquisition targets and
consulting on negotiations of such acquisitions.

     Now, therefore, for good and valuable consideration, the receipt of such
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

         1. SCOPE.  The Consultant shall promptly  provide,  as requested by the
Company  assistance  in  developing  their  business  focus and bring  potential
acquisition or business relationships to the attention of management.

         2. TERM. The Term of this agreement  shall begin on the date hereof and
will expire (12) twelve months from the date.

         3. ASSIGNMENT & TERMINATION. This Agreement shall be considered unique
and personal as to the Consultant's services. Therefore, the Consultant may
subcontract any part of the Consultant's obligations undertaken pursuant to the
Agreement with the consent of the Company having been first obtained. It is
specifically understood and agreed that the Company may deny such authority to
assign and any such denial shall not be deemed as an abuse of discretion. This
Agreement may be terminated by either party for any reason whatsoever for the
entire length of the contract with payment due only for work done. If the
contract is not terminated then the contract shall endure for the term set forth
in Paragraph 2 above.

         4.  COMPENSATION.  The Company  agrees to retain the  Consultant  on an
exclusive basis as its business  Consultant.  In consideration for its services,
the Company  agrees to  compensate  the  Consultant  and its referred  firms and
individuals in the following manner upon signing of this engagement letter:

         The Company will deliver, upon signing of this contract, to Consultant
300,000 shares of non-restricted common stock of Intelilabs.com (NASDAQ OTC BB:
ITEB) for the term of the contract.

         5.  RELATIONSHIP.  Nothing herein shall constitute the Consultant as an
employee or


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agent of the Company except to such an extent as might  hereafter be agreed
upon for a particular purpose. Except as expressly agreed, the Consultant
shall  have no  authority  to  obligate  or commit  the  Company  in any
manner whatsoever.

         6. INDEPENDENCE OF CONSULTANT. Consultant will work independently of
all other consultants. Nothing herein shall link, tie, or bond Consultant with
any other consultant or company providing service or advice to, or under
contract with, Company. Each consultant hired independently acts and is required
to follow all state, federal and securities laws. Consultant cannot be held
responsible for the actions of any of the referred consultants.

         7. ADVICE & OPINIONS. The Company acknowledges that all opinions and
advice, whether written or oral, rendered in conjunction with this agreement
shall be used solely for the benefit of the Company and/or the Company's
clients, and the Company agrees that no such opinion or advice shall be used for
any other purpose and that the Company will not reproduce, disseminate, quote or
refer to at any time, in any manner or form for whatever purpose, nor may the
Company make public references to Consultant and/or use Consultant's name in any
reports, releases, correspondence, or communications to third parties without
the prior written consent of Consultant unless obligated under law.

         8. INDEMNITY. The parties agree to indemnify and hold each other
harmless from any and all claims, liabilities and expenses incurred by or
threatened against the indemnified party arising from this Agreement and its
performance due to the indemnifying party's intentional misconduct or gross and
wanton negligence, as determined by a court of proper Jurisdiction.

         9. NOTICE. All notice to be given under this Agreement shall be in
writing, and may be given, served or made by depositing the same in the U.S.
mail addressed to the party to be notified at the address herein set forth,
post-paid and registered or certified with return receipt requested, or by
recognized overnight delivery service, or by delivering the same in person to
such party or facsimile with date stamp. The addresses of each Party is as
follows:

If to Consultant:

127 Moreland Close
Hampton Middlesex
England TW123YX

If to Intelilabs.com
1620 Water Gardens, 26 St.
Santa Monica, CA 90404

         9.  GOVERNING LAW. This Agreement  shall be governed,  interpreted  and
construed under the laws of the State of New Jersey.

Facsimile signatures on counterparts of the Agreement are hereby authorized and
shall be acknowledged as if such facsimile signatures were an original
execution, and this Agreement

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shall be deemed as executed when an executed facsimile hereof is transmitted
by a party to any other party.

IN WITNESS:

Intelilabs.com                                       Consultant:

 ----------------------------                        ---------------------------
BY:    /s/ Zain Effendi                              BY:   /s/ Samuel Premkumar
   --------------------------                           ------------------------

Mr. Zain Effendi                                     Mr. Samuel Premkumar
CEO/President