INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 4.1

INDEPENDENT CONTRACTOR AGREEMENT

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

this 8th day of August 2004, by and between Jeffrey Revell-Reade ("Consultant")

and Multi-Tech International, Corp., a Nevada 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 Seventeen Million (17,000,000) shares of common stock

("Shares"). Within 30 days after the completion of such a merger, the Company

shall file a registration statement on Form S-8 and the Consultant shall have

the right to register Eight Million (8,000,000) of the Shares pursuant to that

registration statement.

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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 compensation earned

up to the date of Consultant's termination for Cause.

(a) Definition of Cause. "Cause" shall mean:

(i) any action by Consultant which constitutes dishonesty relating

to Company, a willful violation of law (other than traffic

offenses and similar minor offenses) or a fraud against

Company;

(ii) Consultant is charged by indictment for, is convicted of or

pleads guilty to a felony or other crime;

(iii) misappropriation of Company's funds or assets by Consultant

for his personal gain;

(iv) willful misconduct by Consultant relating to Company,

including, without limitation, will