Exhibit 4.1

                              CONSULTING AGREEMENT
                              --------------------


This Consulting Agreement ("Agreement") is to be effective as of the 26th day of
May 2004, by and between ThinkPath Incorporated, ("Company"), with offices
located at 201 Westcreek Boulevard Brampton L6T 5S6, ON Canada 9272, and Jeffrey
W. Flannery ("Consultant"), having his principal address at 2424 Evergreen
Street, San Diego, CA 92106.

For the purposes of this Agreement, either of the above shall be referred to as
a "Party" and collectively as the "Parties".

The Parties hereby agree as follows:


1.    APPOINTMENT OF JEFFREY W. FLANNERY. Company hereby appoints Consultant and
Consultant hereby agrees to render services to Company as a Marketing and
Business Development Consultant.

2.    SERVICES. During the term of this Agreement, Consultant shall provide
advice to undertake for and consult with the Company concerning management of
sales and marketing resources, consulting, strategic planning, corporate
organization and structure, financial matters in connection with the operation
of the businesses of the Company, expansion of services, acquisitions and
business opportunities, and shall review and advise the Company regarding its
and his overall progress, needs, and condition. Consultant agrees to provide on
a timely basis the following enumerated services plus any additional services
contemplated thereby:

(a)    The implementation of short-range and long-term strategic planning to
fully develop and enhance the Company's assets, resources, products, and
services;

(b)    The implementation of a marketing program to enable the Company to
broaden the markets for its services and promote the image of the Company and
its products and services;

(c)    Advise the Company relative to the recruitment and employment of key
executives consistent with the expansion of operations of the Company.

(d)     The identification, evaluation, structuring, negotiating, and closing of
joint ventures, strategic alliances, business acquisitions, and advise with
regard to the ongoing managing and operating of such acquisitions upon
consummation thereof; and

(e)    Advise and recommendations regarding corporate financing including the
structures, terms, and content of bank loans, institutional loans, private debt
funding.

TERM. The term ("Term") of this Consulting Agreement shall be for a period of
twelve (12) months commencing on the date hereof. The contract will
automatically be extended for an additional three (3) months. Either party
hereto shall have the right to terminate this Agreement upon thirty (30) days
prior written notice to the other party after the first three (3) months.


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3.    COMPENSATION. See Attachment "A".

4.    CONFIDENTIALITY. Consultant will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the Term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by Company which is acquired by Consultant in the course of
performing services hereunder. Any financial advice rendered by Consultant
pursuant to this Consulting Agreement may not be disclosed in any manner without
the prior written approval of Company.

5.     INDEMNIFCATION. Company, its agents or assigns hereby agree to indemnify
and hold Consultant harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorney's fees,
collectively the "Liabilities"), joint and several, arising from the performance
of this Consulting Agreement, whether or not Consultant is party to such
dispute. This indemnity shall not apply, however, and Consultant shall indemnify
and hold Company, its affiliates, control persons, officers, employees and
agents harmless from and against all liabilities, where a court of competent
jurisdiction has made a final determination that Consultant engaged in gross
recklessness and willful misconduct in the performance of its services
hereunder.

6.     INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold itself out
as, nor shall it take any action from which others might infer that it is an
agent of or a joint venture of Company.

7.     MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the Parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the Parties. This Consulting Agreement is non-exclusive and cannot be
modified or changed, nor can any of its provisions be waived, except by written
agreement signed by all Parties. This Consulting Agreement shall be governed by
the laws of the State of California without reference to the conflict of law
principles thereof. In the event of any dispute as to the Terms of this
Consulting Agreement, the prevailing Party in any litigation shall be entitled
to reasonable attorney's fees.

8.    NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed effectively
given upon personal delivery or seven business days after deposit in the United
States Postal Service, by (a) advance copy by fax, (b) mailing by express
courier or registered or certified mail with postage and fees prepaid, addressed
to each of the other Parties thereunto entitled at the following addresses, or
at such other addresses as a Party may designate by ten days advance written
notice to each of the other Parties at the addresses above and to the attention
of the persons that have signed below.


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Please confirm that the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at your earliest convenience.


All Parties signing below do so with full authority:


PARTY RECEIVING SERVICES:                    PARTY PROVIDING SERVICES:

THINKPATH INCORPORATED                       JEFFREY FLANNERY, AN INDIVIDUAL

/s/ Declan French                            /s/ Jeffrey Flannery
Declan French Chairman/CEO                   Jeffrey Flannery, an individual


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                                 ATTACHMENT "A"
                                 --------------

PAYMENT FOR SERVICES:

A.   For the services rendered and performed by Jeffrey W. Flannery during the
Term of this Agreement, Company shall, upon acceptance of this Agreement: Pay to
Jeffrey W. Flannery two hundred and fifty million (250,000,000) free-trading
shares of THTHF stock for twelve (12) months of service.

Accepted with full authority:

THINKPATH INCORPORATED


/s/ Declan French
--------------------------
Declan French Chairman/CEO