EXHIBIT 4.1

                              CONSULTING AGREEMENT


Consulting  Agreement  made as of September 25, 2003,  between  Military  Resale
Group,  Inc.  a New York  Corporation  with  offices at 2180  Executive  Circle,
Colorado  Springs,  CO 80906 and Glendale  Corp, a New Jersey  corporation  with
offices at 30 Two Bridges Road, Suite 205, Fairfield, NJ 07004 (Glendale Corp).

MYRG is in need of assistance in developing its strategic plans,  gaining access
to business opportunities,  and other management functions, and Glendale Corp is
experienced  in these  areas and is capable of  providing  valuable  services to
MYRG.

Therefore, it is agreed:

1.   SERVICES.  During the Term of this  Agreement,  Glendale Corp shall provide
     advice to MYRG management and shall consult with MYRG concerning management
     of  sales  and   marketing   resources,   strategic   planning,   corporate
     organization  and  structure,  financial  matters  in  connection  with the
     operation of the  businesses of MYRG,  expansion of services,  acquisitions
     and business opportunities. Glendale Corp shall also review and advise MYRG
     regarding its overall progress,  needs and condition.  Glendale Corp agrees
     to provide on a timely basis the  following  enumerated  services  plus any
     additional services contemplated hereby:

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

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

     c)   Advice  to  MYRG  regarding  the  recruitment  and  employment  of key
          executives consistent with the expansion of operations of MYRG;

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

     e)   Advice and recommendations regarding corporate financing including the
          structures,  terms,  and content of bank loans,  institutional  loans,
          private debt funding, mezzanine financing, and other equity financing.

2.   TERM. The term ("Term") of this Agreement shall commence on the date hereof
     and shall  terminate on the one-year  anniversary  of the execution of this
     Agreement.

3.   COMPENSATION.  As  full  compensation  for  the  services  to  be  rendered
     hereunder,  MYRG  shall  issue to  Glendale  Corp (or its  designees)  five
     hundred thousand  (500,000) freely tradeable shares of its common stock and
     an option  purchase one million  (1,000,000)  shares of its common stock at
     $0.10.  The shares  will be issued in  accordance  with the terms of equity
     plans that have been registered with the Securities and Exchange Commission
     in a  Registration  Statement on Form S-8,  which shall be effective on the
     date on which the shares are issued.

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



5.   INDEMNIFICATION. MYRG hereby agrees to indemnify and hold Glendale Corp and
     its officers and affiliates  harmless from and against all losses,  claims,
     damages,  liabilities,  costs or expenses,  including reasonable attorney's
     fees  (collectively,  "Liabilities")  arising from the  performance of this
     Consulting Agreement. This indemnity shall not apply, however, and Glendale
     Corp  shall  indemnify  and hold MYRG,  its  affiliates,  control  persons,
     officers,   and  employees  and  agents   harmless  from  and  against  all
     Liabilities  arising  from  gross  recklessness  or willful  misconduct  by
     Glendale Corp in the performance of its services hereunder.


6.   INDEPENDENT CONTRACTOR.  The relationship between Glendale Corp and MYRG is
     that of independent contractors. Glendale Corp shall not hold itself out as
     an agent of MYRG,  nor shall it take any  action  from which  others  might
     infer that it is an agent of MYRG or that it is engaged in a joint  venture
     with MYRG.

7.   MISCELLANEOUS.   This   Consulting   Agreement   sets   forth  the   entire
     understanding  of the parties  relating to the subject matter  hereof,  and
     supersedes any prior  communications,  understandings or agreements between
     the parties.  This Consulting  Agreement cannot be modified or changed, nor
     can any of its  provisions be waived,  except written  agreement  signed by
     both  parties.  The laws of the State of New York  applicable  to contracts
     made and to be performed therein shall govern this Consulting Agreement.

8.   NOTICES.  Any notice  required  or  permitted  hereunder  shall be given in
     writing,  and shall be deemed  effectively  given upon personal delivery or
     one business day after tender to an overnight  delivery service of national
     reputation,  addressed to the parties at the address set forth at the start
     of this  Agreement,  or at such other addresses as a Party may designate by
     ten days advance written.

IN WITNESS WHEREOF,  the parties have executed this Agreement as of the date set
forth at the start of this Agreement.

MILITARY RESALE GROUP, INC.                          GLENDALE CORP




By:   /s/ Edward T. Whelan                            By:   /s/  Manuel Bello
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    Edward T. Whelan, CEO                                 Manuel Bello, CEO