INDEPENDENT CONTRACTOR AGREEMENT

Exhibit 4.1

                        INDEPENDENT CONTRACTOR AGREEMENT

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

effective this 14th day of February 2004, by and between Benjamin Mauerberger

("Consultant") and New England Acquisitions Inc., a Florida 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    Locate a suitable merger partner for the Company and consult on all

          aspects of such Merger.

     o    Locate and advise Company on the hiring of senior management

          personnel.

     o    Develop and implement Company's early stage growth initiatives.

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 Four Million (4,000,000) shares of unrestricted common

stock as registered by a registration statement on Form S-8.

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

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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