EXHIBIT 4.1

                              CONSULTING AGREEMENT


This Consulting  Agreement (the "Agreement") is entered into this 1st day of May
2003, by and between OrderPro Logistics,  Inc. (the "Company") and Sarah Proctor
(the "Consultant").

WHEREAS, Consultant is skilled in providing strategic business planning;

       Consultant is experienced in the Transportation Brokerage Business;

WHEREAS,  Company desires to engage  Consultant to provide business planning and
other services to Company;

NOW THEREFORE,  in consideration  of the mutual  covenants  contained herein and
other good and valuable consideration, it is agreed:

     1.   Company hereby engages  Consultant and Consultant  hereby accepts this
          engagement  on  a  non-exclusive  basis  pursuant  to  the  terms  and
          conditions of this Consulting Agreement.

     2.   Consultant shall assist Company with public mergers and  acquisitions.
          Consultant  will  also  assist  Company  in  connection  with  general
          business strategy, operations and marketing management procedures.

     3.   In order  to  assist  Consultant  with her  activities,  Company  will
          provide  Consultant  with  such  information  as  may be  required  by
          Consultant.  Company will make  available to Consultant  copies of all
          material  agreements,  notice of pending or threatened  litigation and
          notice of all press releases.

     4.   Consultant  agrees  that  she has  not  been  retained  for any of the
          following activities and/or purposes: ---

          A.   For  capital  raising  or for  promotional  activities  regarding
               Company's securities.

          B.   To  directly  or  indirectly  promote  or  maintain  a market for
               Company's securities.

          C.   To   render   investor    relations   services   or   shareholder
               communications service to Company.

     5.   In  consideration  of the  services to be provided,  Consultant  shall
          receive a fee of Two Million (2,000,000) shares of Company's stock. .

     6.   The Term of this  agreement  is for twelve  months from the date first
          written above.

     7.   During the term of this  Agreement each party may have access to trade
          secrets,  know-how,  formulae,  customer and price lists, all of which
          are valuable,  special,  proprietary  and unique  assets of each.  The
          parties  agree that all  knowledge  and  information  which each other
          shall acquire during the term of this Agreement shall be held in trust

          and in a fiduciary  capacity  for the sole benefit of the other party,
          its successors and assigns,  and each agrees not to publish or divulge
          either  during  the  term of this  Agreement  or  subsequent  thereto,
          knowledge of any technical or confidential information acquired during
          the term of this Agreement.  At the termination of this Agreement,  or
          at any other time, either party may request the other party deliver to
          the other,  without  retaining any copies,  notes or excerpts thereof,
          all  memoranda,   diaries,  notes,  records,  plans,   specifications,
          formulae or other documents  relating to, directly or indirectly,  any
          confidential  information  made or compiled  by, or  delivered or made
          available  to,  or  otherwise  obtained  by  the  respective  parties.
          However,  the foregoing shall not prohibit Consultant from engaging in
          any work at any time following the  termination of this Agreement that
          does not conflict with the terms of this Agreement.

     8.   Except as otherwise provided herein, any notice or other communication
          to any  party  pursuant  to or  relating  to  this  Agreement  and the
          transactions provided for herein shall be deemed to have been given or
          delivered  when  deposited in the United  States Mail,  registered  or
          certified,  and with proper postage and  registration or certification
          fees  prepaid,  addressed at their  principal  place of business or to
          such other address as may be designated by either party in writing.

     9.   This Agreement shall be governed and interpreted  pursuant to the laws
          of the State of Arizona.  The parties agree to the jurisdiction of the
          courts with venue in Pima County,  Arizona. In the event of any breach
          of this Agreement,  the prevailing  party shall be entitled to recover
          all costs including  reasonable  attorney's fees and those that may be
          incurred on appeal.

     10.  This Agreement may be executed in any number of counterparts,  each of
          which when so executed and delivered shall be deemed an original,  and
          it shall not be necessary in making proof of this Agreement to produce
          for more than one counterpart.

IN WITNESS  WHEREOF,  the parties hereto have subscribed  their hands on the day
and year first above written.

CONSULTANT:                                 COMPANY:
Sarah Proctor                               ORDERPRO LOGISTICS, INC.


/s/ Sarah Proctor                            /s/ Richard Windorski
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Sarah Proctor                                        Richard Windorski, CEO