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                                   EXHIBIT 4.1


                            CONSULTING AGREEMENT WITH

                                 M. BLAINE RILEY

                                DATED MAY 2, 2000

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                     FINANCIAL CONSULTING SERVICES AGREEMENT

       This Financial Consulting Services Agreement (the "Agreement") is entered
this 2nd day of May, 2000 by and between M. Blaine Riley ("Consultant"), an
individual, and JumpMusic.com, (OTC BB: JMUS) ("Client"), a California
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

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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 seventy five thousand (75,000) shares of free trading common stock (the
"Shares"), registered under S-8.

                  B. 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.

                  C. 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 hereto have entered into this
Agreement on the date first written above.



                                 "Client"

                                 Signature:    /s/  Richard W. Mathews
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                                 Print with Title: Richard W. Mathews, President
                                 Company: JumpMusic.com

                                 "Consultant"

                                 Signature:     /s/  M. Blaine Riley
                                               ---------------------------------
                                 Print with Title: M. Blaine Riley, Consultant
                                 Consultant: M. Blaine Riley