EXHIBIT 4.1

                              CONSULTING AGREEMENT

1. PARTIES.

1.1.  This  Consulting  Agreement  (this  "Agreement")  is made and entered into
effective as of April 1, 2004, by and between Kingdom  Ventures,  Inc., a Nevada
corporation  (the  "Company"),  and, a natural person,  (the  "Consultant")  and
resident of United States.

2. RECITALS.

2.1.  This  Agreement  is  made  with  reference  to  the  following  facts  and
circumstances.  (a) The Company  wishes to engage the services of the Consultant
to advise and consult with the Company on certain business and financial matters
as set forth in this  Agreement.  (b) The  Consultant  is willing to accept such
engagement, on the terms set forth in this Agreement.

2.2.  In  consideration  of the  premises,  and  for  other  good  and  valuable
consideration,  the receipt of which is hereby acknowledged, the Company and the
Consultant agree as follows.

3. ENGAGEMENT.

3.1.  The  Company  hereby  engages  the  services  of  the  Consultant,  as  an
independent  contractor,  for a period of one year beginning on the date hereof,
and  ending  one year from and  after  the date  hereof  (the  "Term"),  and the
Consultant hereby accepts such engagement, for the purposes set forth in section
3.2. Below.

3.2. The scope of the services to be rendered by the  Consultant  to the Company
are and are limited to the following:

(a) The Consultant shall,  from time to time as the Company may request,  advise
and  consult  with the  Company's  board of  directors  and  executive  officers
regarding (i) the Company's Marketing and Distribution strategies, including the
evaluation of targets and the  structuring of  transactions;  (ii) the Company's
Vendor  relations;  and (iii) the  Company's  business  development  activities,
including major geographic and service expansion plans.

(b) The  Consultant  shall devote such time to this  engagement as is reasonably
necessary,  but the Consultant need not devote his full time or attention to the
engagement.  The Company recognizes that the Consultant has numerous clients and
engagements, and that this engagement is not exclusive.

(c) The  services  need not be  rendered  at the  Company's  offices  and may be
rendered by telephonic communication; provided, however, that upon the Company's
request and  reasonable  notice,  the  Consultant  will  attend  meetings of the
Company's board of directors and executive  officers for the purpose of advising
and  consulting  with them with  respect  to  matters  within  the scope of this
engagement.

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(d) Anything in this  Agreement to the  contrary  notwithstanding,  the services
rendered by the Consultant  under this Agreement  shall not include any services
in  connection  with the offer or sale of  securities  and will not  directly or
indirectly promote or maintain a market for the Company's securities.

4. THE CONSULTANT'S FEES AND EXPENSES.

4.1. The Company shall pay the  Consultant as a fee for his services  under this
Agreement (the  "Consulting  Fee") warrants to purchase  2,500,000 shares of the
Company's common stock at $.020 per share in the form attached hereto as Exhibit
A, which shall be deemed to be fully earned upon execution of this Agreement.

4.2. The Company  shall cause the warrants to be issued to the  Consultant,  and
the stock issuable upon exercise thereof,  to be registered under the Securities
Act of 1933, as amended, pursuant to an effective registration statement on form
S-8, or other appropriate form and the issuance of certificates representing the
warrants to the Consultant. The certificates representing the warrants shall not
contain any restrictive legends.

4.3.  The  warrants  delivered to the  Consultant  for his  services  under this
Agreement  shall  include the  Consultant's  costs and expenses  incurred in the
performance of this Agreement, including travel, lodging, meals and legal fees.

5. CONFIDENTIAL INFORMATION.

5.1.  The  parties  hereto  recognize  that a major  need of the  Company  is to
preserve its specialized knowledge, trade secrets, and confidential information.
The  strength  and good will of the  Company  is  derived  from the  specialized
knowledge, trade secrets, and confidential information generated from experience
with  the  activities  undertaken  by the  Company  and  its  subsidiaries.  The
disclosure of this information and knowledge to competitors  would be beneficial
to them and  detrimental to the Company,  as would the disclosure of information
about the marketing practices,  pricing practices, costs, profit margins, design
specifications,  analytical techniques, and similar items of the Company and its
subsidiaries. By reason of his being a Consultant to the Company, Consultant has
or will have access to, and will obtain,  specialized  knowledge,  trade secrets
and confidential  information about the Company's  operations and the operations
of  its  subsidiaries,  which  operations  extend  through  the  United  States.
Therefore, Consultant recognizes that the Company is relying on these agreements
in entering into this Agreement.

5.2 During and after the Term,  Consultant will not use,  disclose to others, or
publish  any  inventions  or any  confidential  business  information  about the
affairs of the Company,  including but not limited to  confidential  information
concerning the Company's products,  methods,  engineering designs and standards,
analytical  techniques,  technical information,  customer information,  employee
information, and other confidential information acquired by him in the course of
his past or future  services for the Company.  Consultant  agrees to hold as the
Company's property all memoranda,  books,  papers,  letters,  formulas and other
data, and all copies thereof and therefrom, in any way relating to the Company's
business  and  affairs,  whether  made  by  him or  otherwise  coming  into  his

<PAGE>

possession,  and on termination of his employment,  or on demand of the Company,
at any time, to deliver the same to the Company within twenty four hours of such
termination or demand.

5.3 During the Term  Consultant  will not induce any  employee of the Company to
leave  the  Company's  employ  or hire any such  employee  (unless  the Board of
Directors of the Company shall have  authorized  such employment and the Company
shall have consented thereto in writing).

6. ARBITRATION OF DISPUTES, LITIGATION EXPENSES.

6.1.  Any  controversy  or  claim  arising  out of or  relating  to any  acts or
omissions of either party hereto or any of the  Company's  officers,  directors,
agents,  affiliates,  associates,  employees  or  controlling  persons  shall be
settled by binding  arbitration under the Federal  Arbitration Act in accordance
with the commercial  arbitration rules of the American  Arbitration  Association
("AAA") and judgment upon the award rendered by the  arbitrators  may be entered
in any court having jurisdiction thereof. In such arbitration  proceedings,  the
parties shall be entitled to any and all remedies that would be available in the
absence of this Section and the arbitrators,  in rendering their decision, shall
follow the  substantive  laws that would  otherwise be  applicable.  The parties
acknowledge  that the subject  matter of this  Agreement  is of unique  value to
Consultant  and  agree  that  Consultant   shall  have  the  right  to  specific
enforcement of this Agreement.  The arbitration of any dispute  pursuant to this
Section shall be held in Houston, Texas.  Notwithstanding the foregoing in order
to preserve  the status quo pending the  resolution  by  arbitration  of a claim
seeking relief of an injunctive or equitable nature,  any party, upon submitting
a matter to  arbitration  as required by this  Section,  may  simultaneously  or
thereafter seek a temporary  restraining order or preliminary  injunction from a
court of competent jurisdiction pending the outcome of the arbitration.

6.2. In the event of any litigation or other proceeding  between the Company and
the  Consultant  with respect to the subject  matter of this  Agreement  and the
enforcement  of the rights  hereunder,  the losing  party  shall  reimburse  the
prevailing party for all of his/its  reasonable  costs and expenses,  as well as
any forum fees,  relating to such  litigation  or other  proceeding,  including,
without limitation,  his/its reasonable  attorneys' fees and expenses,  provided
that such litigation or proceeding  results in a (a) final settlement  requiring
payment to the prevailing party; or (b) final judgment.

7. MISCELLANEOUS.

7.1.  Relationship.  The  relationship  between the  Company and the  Consultant
created  by  this  Agreement  is  that of  independent  contractors.  Consultant
understands and agrees that (i) Consultant will not be treated as an employee of
the Company for federal tax  purposes;  (ii) Company will not withhold on behalf
of Consultant  pursuant to this Agreement any sums for income tax,  unemployment
insurance,  social  security,  or any other  withholding  pursuant to any law or
requirement of any governmental  body relating to Consultant;  (iii) all of such
payments,  withholdings,  and benefits,  if any, are the sole  responsibility of
Consultant;  and (iv) Consultant  will indemnify and hold Company  harmless from

<PAGE>

any  and  all  loss  or  liability   arising  with  respect  to  such  payments,
withholdings, and benefits, if any. In the event the Internal Revenue Service or
any other  governmental  agency  should  question or challenge  the  independent
contractor  status of Consultant,  the parties agree that Consultant and Company
shall have the right to participate  in any discussion or negotiation  occurring
with such agency or agencies,  irrespective  of who initiates the  discussion or
negotiations.  The  services to be rendered by the  Consultant  pursuant to this
Agreement do not include the services or activities of an "investment  adviser,"
as that  term is  defined  by U.S.  federal  or state  laws and,  in  performing
services  under  this  Agreement,  the  Consultant  shall not be deemed to be an
investment adviser under such laws.

7.2.  Indemnity.  The Company hereby agrees to defend,  indemnify,  and hold the
Consultant, and his employees, agents, partners and affiliates harmless from and
against any and all claims, damages,  judgments,  penalties, costs, and expenses
(including  attorney  fees and court  costs now or  hereafter  arising  from the
enforcement of this clause)  arising  directly or indirectly from the activities
of the Consultant or any of his employees,  agents, partners or affiliates under
this  Agreement,   or  from  the  activities  of  the  Company  or  any  of  its
shareholders,  officers,  directors,  employees, agents, partners or affiliates,
whether such claims are asserted by any governmental agency or any other person.
This indemnity shall survive termination of this Agreement.

7.3.  Advertisement.  The Company  agrees that the  Consultant  has the right to
place  advertisements  in financial and other newspapers and journals at his own
expense describing his services to the Company.

7.4.  Notices.  Any notice or other  communication  required or  permitted to be
given shall be in writing and shall be mailed by certified mail,  return receipt
requested  (or by the most  nearly  comparable  method  if  mailed  from or to a
location  outside of the United  States),  or delivered  against  receipt to the
party to whom it is to be given at the  address  of such  party set forth in the
preamble  to this  Agreement  (or to such other  address as the party shall have
furnished in writing in accordance  with the  provisions of this  Section).  Any
notice given to any  corporate  party shall be addressed to the attention of the
Corporation Secretary. Any notice of other communication given by certified mail
(or  by  such  comparable   method)  shall  be  deemed  given  at  the  time  of
certification  thereof  (or  comparable  act),  except  for a notice  changing a
party's address which will be deemed given at the time of receipt thereof.

7.5.  Survival of Obligations.  The obligations of the parties under Sections 6,
7.1 and 7.2 of this Agreement  shall survive the  termination  for any reason of
this Agreement  (whether such termination is by the Company,  by the Consultant,
upon the expiration of this Agreement or otherwise).

7.6.  Severability.  In case  any one or more of the  provisions  or part of the
provision  contained  in  this  Agreement  shall  for any  reason  be held to be
invalid,  illegal or  unenforceable  in any  respect in any  jurisdiction,  such
invalidity,  illegality  or  unenforceability  shall be deemed not to affect any
other  jurisdiction  or any  other  provision  or  part of a  provision  of this
Agreement,   but  this  Agreement  shall  be  reformed  and  construed  in  such
jurisdiction  as if such  provision or part of a provision held to be invalid or
illegal or  unenforceable  had never been contained herein and such provision or

<PAGE>

part  reformed  so that  it  would  be  valid,  legal  and  enforceable  in such
jurisdiction  to  the  maximum  extent  possible.  In  furtherance  and  not  in
limitation of the  foregoing,  the Company and  Consultant  each intend that the
covenants  contained  in  Section 5 shall be  deemed to be a series of  separate
covenants,  one for each and every other state, territory or jurisdiction of the
United States. If, in any judicial  proceeding,  a court shall refuse to enforce
any of such separate  covenants,  then such covenants shall be deemed eliminated
from the  provisions  hereof for the purpose of such  proceedings  to the extent
necessary  to permit the  remaining  separate  covenants  to be enforced in such
proceedings. If, in any judicial proceeding, a court shall refuse to enforce any
one or more of such separate  covenants because the total time thereof is deemed
to be excessive  or  unreasonable,  then it is the intent of the parties  hereto
that  such  covenants,  which  would  otherwise  be  unenforceable  due to  such
excessive or unreasonable  period of time, be enforced for such lesser period of
time as shall be deemed reasonable and not excessive by such court.

7.7. Entire Agreement,  Amendment.  This Agreement contains the entire agreement
between the  Company  and the  Consultant  with  respect to the  subject  matter
thereof.  Consultant  acknowledges  that he neither holds any right,  warrant or
option  to  acquire  securities  of the  company,  nor has the right to any such
rights, warrants or options,  except pursuant to this Agreement.  This Agreement
may not be  amended,  waived,  changed,  modified  or  discharged  except  by an
instrument  in writing  executed by or on behalf of the party  against  whom any
amendment, waiver, change, modification or discharge is sought.

7.8.  Governing  Law.  This  Agreement  shall be governed  by, and  construed in
accordance  with,  the laws of the State of Nevada;  provided,  however,  if any
provision  of  this  Agreement  is  unenforceable   under  Nevada  law,  but  is
enforceable under the laws of the State of Nevada,  then Nevada shall govern the
construction  and  enforcement  of that  provision.  The  courts of the State of
Nevada  shall  have  exclusive  jurisdiction  for any action  arising  out of or
related to this Agreement.

7.9  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which will be deemed an original and together  will  constitute  one and
the same Agreement,  with one  counterpart  being delivered to each party hereto
and the original being may a part of the corporate records.

                         [signatures on following page]

<PAGE>

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

The Consultant:


---------------------------------


Date signed
            ---------------------



The Company:
Kingdom Ventures, Inc.


By
      ---------------------------
      Printed Name:
      Title:

Date signed
            ---------------------

<PAGE>

                                   EXHIBIT A
                          FORM OF WARRANT CERTIFICATE


Number _____                                             _____________  Warrants

                    EXERCISABLE FROM 9:00 A.M., NEVADA TIME,
                            ON APRIL 1ST 2004 UNTIL                  CUSIP _____
                   5:00 P.M., NEVADA TIME, JANUARY 31ST 2005

                             KINGDOM VENTURES, INC.
               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA

================================================================================
This certifies that


is the owner of
================================================================================

  WARRANTS, EACH TO PURCHASE ONE FULLY PAID AND NON-ASSESSABLE SHARE OF COMMON
                           Stock, $.001 PAR VALUE, OF

Kingdom Ventures, Inc. at the initial Exercise Price of $0.20 per share. Payment
of the Purchase Price shall be paid in the manner,  at the time and on the terms
and  conditions  specified  in this  Warrant  and  the  Warrant  Agreement.  The
certificate  or  certificate  shall be registered  in the name  specified in the
notice of exercise free and clear of any legend, restriction or stop order. This
Warrant is  transferable  on the books of the  Company  by the holder  hereof in
person  or by duly  authorized  attorney  upon  surrender  of  this  certificate
properly endorsed.

Witness the manual or facsimile  signatures  of the  Company's  duly  authorized
officers, countersigned by the Warrant Agent.

Dated: ___________________


                                     [SEAL]


__________________________________           ___________________________________


_____________________, Secretary               ________________, President & CEO


                               Exhibit A - Page 1
<PAGE>

                                   ASSIGNMENT


FOR VALUE  RECEIVED  the  undersigned  Registered  Holder of the within  Warrant
hereby sells, assigns, and transfers unto the Assignee(s) named below (including
the  undersigned  with  respect to any part of the  Warrant  not being  assigned
hereby)  all of the right of the  undersigned  under the  within  Warrant,  with
respect to the number of shares of Common Stock set forth below:


-------------------------------------------------------------------------------

                                                     SOCIAL
                                                  SECURITY OR     NUMBER OF
                                                     OTHER        SHARES OF
                                                  IDENTIFYING    COMMON STOCK
                                                   NUMBER OF     ASSIGNED TO
  NAME OF ASSIGNEE       ADDRESS OF ASSIGNEE        ASSIGNEE       ASSIGNEE
-------------------------------------------------------------------------------


-------------------------------------------------------------------------------


-------------------------------------------------------------------------------



and does hereby irrevocably constitute and appoint ______________________ as the
undersigned's  attorney to make such  transfer on the books of the Warrant Agent
and  maintained  for  that  purpose,  with  full  power of  substitution  in the
premises.


Date:  ______________, 20___


                                     -------------------------------------------
                                     (Signature of Registered Holder)1

                                     -------------------------------------------
                                     (Street Address)

                                     -------------------------------------------
                                     (City)               (State)     (Zip Code)


                               NOTICE OF EXERCISE
                           To: Kingdom Ventures, Inc.



The  undersigned   irrevocably  exercises  this  Warrant  for  the  purchase  of
____________ shares (subject to adjustment) of Common Stock of Kingdom Ventures,
Inc.  (the  "Company"):   for  this  Warrant  and  agrees  to  make  payment  of
$____________________  (the  "Purchase  Price") in the manner  specified  in the
Warrant  Agreement,  all at the Exercise  Price and on the terms and  conditions
specified  in this  Warrant  and the  Warrant  Agreement,  and  requests  that a
certificate    for    such    Shares    be    registered    in   the   name   of
_______________________________  whose address is _____________________________,
and that such certificate be delivered to ___________________,  whose address is
___________________ _______________.

If said number of Shares is less than all of the Shares  purchasable  hereunder,
the  undersigned  requests  that  a new  Warrant  Certificate  representing  the
remaining   balance   of   the   Shares   be   registered   in   the   name   of
___________________,  whose address is  _____________________  ____________  and
that  such  Certificate  be  delivered  to  ______________,   whose  address  is
______________________________.






Date:  ________________, 20___


                                    --------------------------------------------
                                    (Signature of Registered Holder)(1)


                                    --------------------------------------------
                                    (Street Address)




                                    --------------------------------------------
                                    (City)      (State or Province)   (Zip Code)


------------------------
      (1) The signature must  correspond  with the name as written upon the face
of the within Warrant in every particular,  without alteration or enlargement or
any change whatever.


                               Exhibit B - Page 1