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                                                                     EXHIBIT 4.1

      CONSULTING AGREEMENT DATED AUGUST 1, 2003 BETWEEN HY-TECH TECHNOLOGY
                         GROUP, INC. AND GARY F. MCNEAR

         This  Consulting  Agreement (the  "Agreement") is entered into this 1st
day of August 2003 by and between  HY-Tech  Technology  Group,  Inc., a Delaware
corporation,  having its  principal  place of business at 1840 Boy Scout  Drive,
Fort Myers, FL 33907, (the "Company") and Gary F. McNear, an individual, with an
address at 1840 Boy Scout Drive, Fort Myers, FL 33907 (the "Consultant").

         WHEREAS,  the Company wishes to engage Consultant to advise the Company
and Consultant wishes to accept such engagement,  all upon the terms and subject
to the conditions contained in this Agreement;

         NOW,  THEREFORE,  the parties hereto,  in  consideration  of the mutual
consideration  and promises  contained herein and intending to be bound,  hereby
agree as follows:

         1. APPOINTMENT.  The Company hereby appoints Consultant, and Consultant
agrees to serve as,  consultant to the Company,  all upon the terms, and subject
to the conditions of this Agreement.

         2. TERM. The term of this  Agreement  shall begin on the date first set
forth above and shall continue until August 1, 2004.

         3.  DUTIES OF  CONSULTANT.  Consultant  shall  advise the  Company  and
structure  repayment  terms  respecting a loan between the Company and Sun Trust
Bank.  Consultant  shall  render such advice and  assistance  as the Company may
reasonably request of him pursuant to such duties.

         4.  COMPENSATION.  In  consideration  of, and in full  payment for, the
entering into this Agreement,  and in lieu of any cash payments from the Company
to the  Consultant  in  connection  with  his  duties  contemplated  under  this
Agreement,  the Company  hereby agrees to pay Consultant Two Million Two Hundred
Fifty Seven Thousand Seven Hundred Twenty Six (2,257,726)  shares (the "Shares")
of the Company's  common stock,  $.001 par value per share.  The Company further
agrees,  that  prior to  issuance  of the  shares,  it will file a  registration
statement on Form S-8,  including the Shares,  with the  Securities and Exchange
Commission.  Consultant  shall be  responsible  for all travel and other related
expenses  incurred by  Consultant  in  connection  with the  performance  of his
consulting duties hereunder, unless otherwise consented to in writing in advance
by the Company.

         5. STATUS AS INDEPENDENT CONTRACTOR. The parties intend and acknowledge
that Consultant is acting as an independent contractor and not as an employee of
the Company.  Consultant shall have full discretion in determining the amount of
time and activity to be devoted to rendering  the  services  contemplated  under
this Agreement and the level of compensation to Consultant is not dependent upon
any preordained time commitment or level of activity.  The Company  acknowledges
that Consultant  shall remain free to accept other  consulting  engagements of a
like nature to the engagement under this Agreement.  Consultant, however, hereby
undertakes  to notify the  Company in writing of any  engagement  undertaken  by
Consultant that, in the view of Consultant,  creates a conflict of interest with
the  Company's  engagement of  Consultant.  Nothing in this  Agreement  shall be
construed  to create any  partnership,  joint  venture  or  similar  arrangement
between the Company and Consultant or to render either party responsible for any
debts or liabilities of the other.

         6. CONFIDENTIALITY.


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                  (a)  Consultant  acknowledges  that  in  connection  with  the
services to be rendered  under this  Agreement,  Consultant may be provided with
confidential business information of the Company.  Consultant agrees to keep any
information  or materials  specifically  designated  in writing by a responsible
officer of the Company as confidential (the  "Confidential  Information") in the
strictest  confidence and not to disclose or disseminate  any such  Confidential
Information  to any  person,  firm or  other  business  entity  except  to those
employees,  consultants  or other  independent  contractors  of the  Company  or
Consultant  as shall be  necessary  or  advisable  for the  carrying  out of the
purposes  of  this  Agreement  and  who  are  under  a  similar   obligation  of
confidentiality.

                  (b) The Company acknowledges that Consultant may, in rendering
the  services  to  be  rendered  hereunder,  be  utilizing  materials  that  are
proprietary to Consultant. The Company acknowledges that any such materials that
are  specifically  designated  in writing to the  Company to be  proprietary  to
Consultant  will remain the  property of  Consultant  and the Company will treat
such materials as  confidential  information of Consultant and will not disclose
or disseminate any such  confidential  information to any person,  firm or other
business  entity except to those  employees,  consultants  or other  independent
contractors  of the Company or Consultant as shall be necessary or advisable for
the carrying out of the purposes of this  Agreement  and who are under a similar
obligation of confidentiality.

         7.  INDEMNIFICATION.  The Company shall  indemnify  Consultant  for any
loss,  damage,  expenses,  claims  or  other  liabilities  (including,   without
limitation, attorneys' fees) resulting from a breach or alleged breach of any of
the representations and warranties of the Company, or the failure of the Company
to perform any of its obligations, contained in this Agreement.

         8.   AMENDMENTS,   MODIFICATIONS,   WAIVERS,   ETC.  No   amendment  or
modification to this Agreement,  nor any waiver of any term or provision hereof,
shall be effective  unless it shall be in a writing  signed by the party against
whom such amendment,  modification or waiver shall be sought to be enforced.  No
waiver of any term or provision shall be construed as a waiver of any other term
or  condition  of this  Agreement,  nor  shall it be  effective  as to any other
instance unless  specifically stated in a writing conforming with the provisions
of this Paragraph 8.

         9. SUCCESSORS AND ASSIGNS.  This Agreement shall be enforceable against
any successors in interest,  if any, to the Company and Consultant.  Neither the
Company  nor  Consultant  shall  assign  any  of  their  respective   rights  or
obligations hereunder without the written consent of the other in each instance.

         10. NOTICES.  Any notices  required or permitted to be given under this
Agreement  shall be effective  upon receipt at the  respective  addresses in the
recitals to this  Agreement  unless the address for notice to either party shall
have been changed by a notice given in accordance with this Paragraph 10.

         11.  GOVERNING LAW. This Agreement  shall be governed by, and construed
in accordance  with, the substantive laws of the State of New York for contracts
executed  and to be  performed  wholly  within  such state,  without  regard for
principals of conflicts of laws.

         IN WITNESS WHEREOF,  the parties hereto have set their respective hands
as of the date first above written.


HY-TECH TECHNOLOGY GROUP, INC.


By: /s/ MARTIN NIELSON                        /s/ GARY F. MCNEAR
    ------------------------                  -------------------------------
    Martin Nielson                            Gary F. McNear
    Chief Executive Officer