INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 4.1

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement ("Agreement") is made and effective

this 27th day of July 2004, by and between Barry Russell ("Consultant") and

Global Wireless Satellite Networks (USA), Inc., a Delaware corporation

("Company")

WHEREAS, Company desires to engage Consultant to perform certain services

for the Company, pursuant to the terms and conditions stated in this Agreement,

and

WHEREAS, Consultant desires to perform certain services for Company,

pursuant to the terms and conditions stated herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises

and covenants herein contained, the parties agree as follows:

1. Services to be Performed. Company desires that Consultant perform, and

Consultant agrees to perform the following services for the Company in the

indicated capacities:

o Actively attempt to locate a suitable merger candidate as well as analyze

and perform proper due diligence functions through consummation of such

transaction. In the event that Company identifies such a candidate,

Consultant shall assist Company in the foregoing functions, at no

additional expense to the Company, in order to consummate such merger.

Consultant shall spend no less than 10 hours per month performing the

duties enumerated herein.

2. Consultant's Performance. All work done by Consultant shall be of the highest

professional standard and shall be performed to Company's reasonable

satisfaction.

3. Status. Consultant's status under this Agreement shall be that of an

independent consultant, and not that of an agent or employee. Consultant

warrants and represents that he has complied with all federal, state and local

laws regarding business permits and licenses that may be required for him to

perform the work as set forth in this Agreement.

4. Terms of Compensation. In the event Consultant successfully performs all

services found in Section 1 of this Agreement, Company shall compensate

Consultant by issuing him One Percent (1%) of all shares issued as a result of

the potential merger transaction found in Section 1 of this Agreement ("Merger

Transaction") with a maximum of One Million (1,000,000) restricted shares

("Shares"). For a period of six months following the date of the Merger

Transaction, Consultant shall have customary anti-dilution rights to the extent

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the Company sells or issues shares of common stock for per share value less than

the per share value determined in the Merger Transaction. If the Company at any

time subsequent to the one year anniversary of this Agreement, proposes to

register any of its securities under the Securities Act, on any form other than

Form S-4 or any similar form then in effect, it shall each such time give

written notice to Consultant of its intention so to do and, upon the written

request of Consultant given within 20 days after the giving of any such notice

the Company shall use its best efforts to cause all such shares of common stock

to be included under the proposed registration for disposition by Consultant.

The Company shall use its best efforts to maintain the effectiveness of such

registration statement for a period of three years. Further, in the event that

Company files a registration statement on Form S-8 prior to July 23, 2005,

Consultant shall have the right to register that number of Shares equal to

Fifteen Percent (15%) of the total shares issued pursuant to that registration

statement.

5. Reimbursement of Expenses. Company shall reimburse Consultant for reasonable

monthly expenses provided the expenses are documented in writing by Consultant

to the satisfaction of the Company.

6. Termination. This Agreement may be terminated at anytime by Consultant during

the term hereof with 90 days written notice. Further, this Agreement may be

terminated by the Company for Cause (as that term is defined below) with 90 days

written notice. In the event Company dismisses Consultant for Cause then

Company's obligations to Consultant shall be limited to the compen