<PAGE>
EXHIBIT 4.1
CONSULTING AGREEMENT WITH
M. BLAINE RILEY
DATED JULY 24, 2000
<PAGE>
FINANCIAL CONSULTING SERVICES AGREEMENT
This Financial Consulting Services Agreement (the "Agreement") is
entered this 24th day of July, 2000, by and between M. Blaine Riley
("Consultant"), an individual, and McHenry Metals Golf Corp. (OTC BB: GLFN)
("Client"), a Nevada corporation, with reference to the following:
RECITALS
A. The Client desires to be assured of the association and services
of the Consultant in order to avail itself of the Consultant's experience,
skills, abilities, knowledge, and background to facilitate long range strategic
planning, and to advise the Client in business and/or financial matters and is
therefore willing to engage the Consultant upon the terms and conditions set
forth herein.
B. The Consultant agrees to be engaged and retained by the Client and
upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. ENGAGEMENT. Client hereby engages Consultant on a non-exclusive
basis, and Consultant hereby accepts the engagement to become a financial
consultant to the Client and to render such advice, consultation, information,
and services to the Directors and/or Officers of the Client regarding general
financial and business matters including, but not limited to:
a. Due diligence studies, reorganizations,
divestitures;
b. Capital structures, banking methods and
systems;
c. Periodic reporting as to developments
concerning the general financial markets and
public securities markets and industry which
may be relevant or of interest or concern to
the Client or the Client's business;
d. Guidance and assistance in available
alternatives for accounts receivable financing
and other asset financing.
It shall be expressly understood that Consultant shall have no power
to bind Client to any contract or obligation or to transact any business in
Client's name or on behalf of Client in any manner.
2. TERM. The term ("Term") of this Agreement shall commence on the
date hereof and continue for twelve (12) months. The Agreement may be extended
upon agreement by both parties, unless or until the Agreement is terminated.
Either party may cancel this Agreement upon five days written notice in the
event either party violates any material provision of this Agreement and fails
to cure such violation within five (5) days of written notification of such
violation from the other party. Such cancellation shall not excuse the breach or
non-performance by the other party or relieve the breaching party of its
obligation incurred prior to the date of cancellation.
3. COMPENSATION AND FEES. As consideration for Consultant entering
into this Agreement, Client and Consultant shall agree to the following:
a. Client shall issue certificates representing an
aggregate of one million (1,000,000) shares of free trading common stock (the
"Shares"), registered under Form S-8.
<PAGE>
The Shares, when issued to Consultant, will be duly authorized,
validly issued and outstanding, fully paid and nonassessable and will not be
subject to any liens or encumbrances.
Securities shall be issued to Consultant in accordance with a
mutually acceptable plan of issuance as to relieve securities or Consultant from
restrictions upon transferability of shares in compliance with applicable
registration provisions or exemptions.
4. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. The services of
Consultant hereunder shall not be exclusive, and Consultant and its agents may
perform similar or different services for other persons or entities whether or
not they are competitors of Client. Consultant shall be required to expend only
such time as is necessary to service Client in a commercially reasonable manner.
Consultant acknowledges and agrees that confidential and valuable information
proprietary to Client and obtained during its engagement by the Client, shall
not be, directly or indirectly, disclosed without the prior express written
consent of the Client, unless and until such information is otherwise known to
the public generally or is not otherwise secret and confidential.
5. INDEPENDENT CONTRACTOR. In its performance hereunder, Consultant
and its agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to his own means and methods of work,
shall be in the exclusive charge and control of Consultant and which shall not
be subject to the control or supervision of Client, except as to the results of
the work. Client acknowledges that nothing in this Agreement shall be construed
to require Consultant to provide services to Client at any specific time, or in
any specific place or manner. Payments to consultant hereunder shall not be
subject to withholding taxes or other employment taxes as required with respect
to compensation paid to an employee.
6. MISCELLANEOUS. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
and no waiver shall constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver. No supplement,
modification, or amendment of this Agreement shall be binding unless executed in
writing by all parties. This Agreement constitutes the entire agreement between
the parties and supersedes any prior agreements or negotiations. There are no
third party beneficiaries of this Agreement.
IN WITNESS WHEREOF, the parties have entered into this Agreement on
the date first written above.
"CLIENT"
Signature: /s/ Mark Bergendahl
-------------------------------------
Print with Title: Mark Bergendahl, Vice President (sic)
-------------------------------------
Company: McHenry Metals Golf Corp.
"CONSULTANT"
Signature: /s/ M. Blaine Riley
-------------------------------------
Print with Title: M. Blaine Riley, Consultant
-------------------------------------
Consultant: M. Blaine Riley
