Exhibit 4.1
                              CONSULTING AGREEMENT
                              --------------------

This  Consulting Agreement ("Agreement") is to be effective as of the 7th day of
September,  2004,  by  and between AuGRID Corporation, ("Company"), with offices
located  at  10777  Westheimer  Rd.  Suite  1040, Houston, TX 77042 and James J.
Mahoney  ("Consultant"),  an  individual  doing business as FM Consulting Group,
Inc.  having his principal address at 17008 El Camino Real, Rancho Sante Fe, CA,
92067.

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  JAMES J. MAHONEY. Company hereby appoints Consultant and
Consultant hereby agrees to render services to Company as a Business Development
and  Marketing  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
six  (6) month 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. INDEMNIFICATION. 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:

AUGRID CORPORATION                           JAMES J. MAHONEY, AN INDIVIDUAL

/S/ MJ Shaheed                               /S/ James J Mahoney
--------------------                         -------------------------------
MJ Shaheed, CEO                              James J. Mahoney, An Individual


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


PAYMENT FOR SERVICES:


A.     For  the services rendered and performed by Consultant during the term of
this  Agreement,  Company  shall,  upon  acceptance  of  this  Agreement: Pay to
Consultant  a total of one hundred and twenty million (120,000,000) free-trading
shares of AGRD stock for six (6) months of service. This compensation will cover
all  costs  associated  with  the  services  to  be  rendered  by  Consultant.
Accepted  with  full  authority:

AUGRID CORPORATION

/S/ MJ Shaheed
----------------
MJ Shaheed, CEO