<PAGE>

                                                                    Exhibit 4.1

                              CONSULTANT AGREEMENT


         This Consultant Agreement is made and entered into this 23 day of
December, 1999, by and between PolarShield, Inc., a Nevada corporation, with
its principal place of business in Houston, Texas (hereinafter referred to as
the "Company"), and Steve Fodrie, an individual residing in Missouri City,
Texas (hereinafter referred to as "Consultant").

         In consideration of the Company's engagement of Consultant, Consultant
agrees to the covenants contained herein.

         In consideration of the following covenants and conditions, and other
good and valuable consideration, the parties hereto agree as follows:

         1. SUPERSEDING AGREEMENT. This Agreement supersedes any and all other
employment agreements, written or oral, between the Company and Consultant.


         A. ENGAGEMENT. The Company hereby engages Consultant personally and
Consultant hereby accepts the appointment for the term, at the compensation,
benefits and other consideration, and on the conditions specified in this
Agreement.

         2. DUTIES AND RESPONSIBILITIES.


                  A.       Consultant agree to act as a planning and marketing
                           consultant to the Company. Consultant shall be an
                           independent contractor responsible for carrying out
                           the details of the work under Consultant's own
                           supervision and control. Consultant shall advise the
                           Company on strategic business planning, including
                           capital and finance, marketing and sales, and
                           acquisitions and mergers.

                  B.       Consultant shall conform to the rules, regulations,
                           instructions, personnel practices and policies of the
                           Company now in force or any changes therein which
                           hereafter may be adopted from time to time by the
                           Company and the rules of business ethics and the laws
                           of Texas and the United States.

         3. TERM OF AGREEMENT; EFFECTIVE DATE.


                  A.       This Agreement shall be effective as of, and the
                           effective date of this Agreement shall be, June 15,
                           1999.

                  B.       The term of this Agreement shall expire on the first
                           anniversary of its commencement unless renewed (in
                           the manner hereinafter specified) OR unless sooner
                           terminated in accordance with the terms and
                           provisions hereinafter set forth. The Agreement shall
                           be extended month to month after the first
                           anniversary until terminated according to this
                           Agreement.

<PAGE>

         4. COMPENSATION OF CONSULTANT.


                  A.       Consultant Fees. Consultant shall receive a fee of
                           not more than $10,000 per month based on performance
                           review by the President and Board plus discretionary
                           bonuses not exceed with the fee an aggregate of
                           $150,000 in a calendar year. The fees may be paid as
                           advances at the discretion of the Company against
                           future fee compensation that may be due.

                  B.       INCENTIVES: In addition to the fees of Consultant,
                           Consultant shall receive bonuses based on the
                           performance of the Company as determined by the
                           Board.

                  C.       CERTAIN OTHER BENEFITS: During the term of this
                           Agreement, Consultant shall be entitled to the
                           following additional benefits:

                           (1)      Consultant shall be included in such
                                    hospital, surgical, medical and dental
                                    benefit plans, group term life insurance
                                    plans, and pension, profit-sharing and/or
                                    retirement plans as are from time to time
                                    maintained by the Company (to the extent
                                    maintained) at the same level of
                                    contributions or benefits (as the case may
                                    be) as other employees of the Company in the
                                    rank executive officers.

                           (2)      Consultant shall be reimbursed for
                                    reasonably and necessarily incurred business
                                    expenses in accordance with such policies
                                    for approval and/or reimbursement as are
                                    from time to time established by the Company
                                    and uniformly applied to executive employees
                                    of the Company; provided, however, that the
                                    Company may refuse to reimburse Consultant
                                    for expenses for which he cannot or does not
                                    provide an accounting or documentation which
                                    states the amount of expenditure, the date,
                                    place, and essential character of the
                                    expenditure, the business reason for the
                                    expenditure and/or the nature of the
                                    business derived or expected to be derived
                                    as a result of the expenditure. The Company
                                    shall determine, in its sole discretion,
                                    those expenditures which constitute
                                    "reasonable business expenses."

                           (3)      Consultant shall be furnished with an
                                    automobile or receive automobile allowance
                                    of $500 per month and fuel reimbursement of
                                    $.12 per mile driven for the company subject
                                    to such policies (including, without
                                    limitation, policies regarding personal use
                                    of such automobile) as are uniformly applied
                                    to executive employees of the Company.

                           (4)      Consultant shall be entitled to such other
                                    benefits as are then customarily furnished
                                    to other executive officers and key
                                    employees of the Company, including but not
                                    limited to 401K Plans, stock bonus plans and
                                    incentive stock plans.

         5. CONFIDENTIAL INFORMATION OF COMPANY


                                       -2-

<PAGE>

                  A.       RESTRICTIVE COVENANT. During the term of this
                           Agreement, Consultant will have access to certain
                           confidential information of the Company and its
                           subsidiaries, parent and affiliated corporations and
                           certain shareholder records of same, including, but
                           not limited to, corporate books and records,
                           financial information, personnel information, lists
                           of customers, customer relations, special know-how,
                           trade secrets and other information. Consultant
                           recognizes and acknowledges that such confidential
                           information is a valuable, special and unique asset
                           of the Company and that the Company's business is
                           dependent on the same. To insure the continued
                           secrecy of this confidential information and in
                           consideration if his employment or continued
                           employment by the Company, Consultant agrees and
                           covenants that he will not at any time during the
                           term of this Agreement and for a period of two years
                           from the date of his termination with the Company,
                           regardless of the cause of such termination, either
                           directly or indirectly, or by aid to others:

                           (1)      Make use of or divulge to any person, firm,
                                    corporation or other entity (collectively
                                    referred to as an "Entity") any trade
                                    secrets, customer lists, or any other
                                    information used by Consultant in his
                                    performance of his duties on behalf of the
                                    Company, or fail to keep confidential all
                                    information obtained in the Company's
                                    business.

                           (2)      Provide, perform or aid, directly or
                                    indirectly, in the providing or performance
                                    of, any service which is the same as or
                                    similar to any service performed or provided
                                    by Consultant for the Company for or on
                                    behalf of any Entity which was a client or
                                    customer of the Company at the time of
                                    termination of Consultant's association with
                                    the Company (any such Entity being herein
                                    referred to as the "Company's Customer").

                           (3)      Discuss with an Company's Customer, or with
                                    any Consultant or agent of any Company's
                                    Customer, the possibility of Consultant's
                                    providing or performing or aiding, directly
                                    or indirectly, in the providing or
                                    performing, of any service prohibited by
                                    paragraph 6.A.(2) above, on behalf of such
                                    Company's Customer.

                           (4)      Discuss with any person who is, at the time
                                    of such discussion, an Consultant of the
                                    Company, the possibility of such person's
                                    working for or with Consultant to provide or
                                    perform (or aid, directly or indirectly, in
                                    the providing or performing) on behalf of
                                    any Entity any service which is the same as
                                    or similar to any service provided by such
                                    person in the scope of such person's
                                    activity with the Company.

                           (5)      Employ any person, who was an employee or
                                    consultant of the Company on the date of
                                    termination of Consultant's association with
                                    the Company, to perform or provide (or aid,
                                    directly or indirectly, in the providing or
                                    performing) on behalf of any Entity any
                                    service which is the same as or similar to
                                    any service performed or provided by such
                                    person in the scope of such person's
                                    employment with the Company.

                           (6)      Take any action, directly or indirectly,
                                    which would tend to divert from the Company
                                    any trade or business with any of the
                                    Company's Customers or any Entity whose
                                    identity or potential as




                                       -3-

<PAGE>

                                    a customer was confidential or learned by
                                    Consultant during the course of his
                                    association with the Company.

                           Consultant additionally covenants not to disclose to
                  any person, firm or corporation any information which is not
                  otherwise known to the public concerning the business,
                  customers or affairs of the Company or its subsidiaries or
                  affiliates which he may acquire in the course of or as an
                  incident to his service on behalf of the Company.

                           Consultant agrees that the provisions contained in
                  this Paragraph 6 are of vital importance to the Company and
                  that if any question shall ever arise as to whether any act of
                  Consultant is prohibited by this Paragraph 6, then, in all
                  instances in which it is reasonable to interpret any provision
                  of this Paragraph 6 to prohibit such act, such interpretation
                  shall be controlling notwithstanding that it may also be
                  reasonable to interpret such provision to permit such act. The
                  geographic area covered by this Restrictive Covenant is
                  Houston Metropolitan Region and any other area within the
                  State of Texas in which the Company is transacting business at
                  the time of termination of Consultant's employment (or within
                  the maximum area permitted by law surrounding the Company's
                  principal office in Houston, whichever is less).

                  B.       WORK PRODUCT. Upon the termination of his engagement,
                           Consultant shall not take from the premises of the
                           Company, or otherwise retain, any records, files or
                           other documents, or copies thereof, relating to the
                           business or affairs of the Company. As further
                           consideration for said contract, Consultant hereby
                           assigns and agrees to assign to the Company, its
                           successors and assigns:

                           (1)      All rights to maps, plats, documents,
                                    brochures, notes, research material,
                                    prospective customer lists, etc., which
                                    Consultant made, conceived, or received
                                    during the term of his association with the
                                    Company;

                           (2)      Consultant will promptly disclose to the
                                    Company information relating to said maps,
                                    plats, documents, brochures, research
                                    material, prospective customer lists, etc.,
                                    and will execute, acknowledge, and deliver
                                    all papers and perform all other acts as may
                                    be necessary in the opinion of the Company
                                    to vest title to such material in the
                                    Company, its successors and assigns.

                  C.       REMEDIES. In the event of a breach or threatened
                           breach by Consultant of the provisions of this
                           Paragraph, the Company shall be entitled to seek an
                           injunction restraining Consultant from disclosing,
                           in whole or in part, the lists of the Company's
                           customers, rate and pricing structures, discount
                           policies or other confidential business information.
                           Nothing herein shall be construed as prohibiting the
                           Company from pursuing any other remedies available to
                           the Company for such breach or threatened breach,
                           including the recovery of damages from Consultant.

         6. TERMINATION. The Company or Consultant may terminate this
agreement with or without cause, at any time. If this Agreement is terminated
then the Company shall have no further obligations hereunder except to pay
such compensation and other benefits as have accrued prior to the effective
date of termination. Consultant will continue to be bound by the covenants of
paragraphs 6 and 8.

                                       -4-

<PAGE>

         7. COVENANT NOT TO COMPETE. Consultant hereby agrees, covenants and
warrants, for a period of twelve (12) months from the expiration of the term
of this Agreement or termination, that he shall not, within any market, area
or territory served by the Company or the surviving entity of such Company's
present offices or those it may hereafter open, directly or indirectly,
solicit, contract, contact or consult with any of the customers or accounts
of the Company or those known to be in pursuit by the Company at the time of
Consultant's termination or become the Consultant of, or otherwise render
services to, any enterprise which competes directly or indirectly with the
customers or accounts of the Company or those known to be in pursuit by the
Company at the time of Consultants' termination.

         Consultant further agrees that such limitations as to the period of
time, geographic area and types and scopes of restriction on his activities
specified herein are reasonable and necessary for the protection of the
goodwill and other business interests of the Company. However, should either
the time period or the geographic area provided herein be deemed invalid or
unenforceable in any respect, then Consultant recognizes and agrees that a
modification may be made to such time period or geographic area to protect
the Company with respect to the purpose of this covenant not to compete.

         Consultant recognizes and agrees that any violation of any of the
provisions contained herein will cause such damage or injury to the Company
as would be irreparable and continuing and that the exact amount of such
damage might be difficult or impossible to ascertain and that, for such
reason, among others, the Company shall be entitled, as a matter of course,
to recover from Consultant an amount equal to five percent (5%) of the gross
billings of the Company's former client, as billed by the Consultant, his new
employer, or any other person or entity wrongfully acquiring the Company's
client, and also the Company shall be entitled to an injunction from any
court of competent jurisdiction restraining any further violation of this
covenant not to compete. Such right to any injunction shall be in addition
to, and not in limitation of, any other rights and remedies the Company may
have against Consultant, including the right to recover damages for any
breach of this covenant or other provisions of this Agreement. Should it
become necessary for the Company to enforce the terms of this Agreement
through injunctive or other proceedings, Consultant hereby waives any and all
claims, counterclaims or other causes of action assertable by them against
the Company, including, but not limited to, claims that this Agreement
violates the Texas Free Enterprise and Antitrust Act.

         8. ASSIGNMENT OF AGREEMENT. The Company may assign this Agreement
(and this Agreement shall be deemed assigned) without the consent of the
Consultant in connection with any merger of the Company with or into any
other institution or entity; any other assignment of this Agreement by the
Company may be made only with the written consent of Consultant; in the event
of any such assignment, all covenants, conditions and provisions hereunder
shall inure to the benefit of and be enforceable by or against the successors
and assigns of the Company. The rights and obligations of Consultant under
this Agreement are personal to him, and no such rights, benefits or
obligations shall be subject to voluntary or involuntary alienation,
assignment or transfer.

         9. NOTICE. Any notice given under this Agreement to either party
shall be given in writing. Any such notice shall be deemed to be given when
mailed to any such party by registered or certified mail, postage prepaid,
addressed to such party at the respective addresses set out below, or at such
other addresses as either party may hereafter designate (by written notice
provided in accordance with this paragraph) as its address for purposes of
notice hereunder:

                                       -5-

<PAGE>


             Consultant             4214 Lakecrest
                           ----------------------------------------
             Address:               Missouri City, Texas 77459
                           ----------------------------------------

                           ----------------------------------------

                           ----------------------------------------


             The Company            1014 Wirt Road
                           ----------------------------------------
             Address:               Suite 245
                           ----------------------------------------
                                    Houston, Texas  77055
                           ----------------------------------------

                           ----------------------------------------

         10. WAVIER OF BREACH. The wavier by either party of a breach of any
provision(s) of this Agreement shall not operate or be construed as a waiver of
any subsequent breach of the same or any other provision(s) of this Agreement.

         11. ENTIRE AGREEMENT. This instrument contains the entire agreement of
the parties. No affirmation, representation, covenant or agreement not expressed
herein shall be binding on either party.

         12. AMENDMENT. This Agreement may be changed, modified or amended at
any time and in any respect by the agreement of the parties hereto without the
consent of any other person; provided, however, that no change, modification or
amendment shall be binding unless same shall have been reduced to a writing and
signed by the party against whom enforcement of the change, modification or
amendment is sought.

         13. APPLICABLE LAW. The parties intend and agree that the terms and
provisions of this Agreement and the performance of the parties hereunder shall
be governed by the laws of the State of Texas.

         14. SEVERABILITY. In the event that any portion(s) of this Agreement is
declared to be invalid or illegal by final judgment of any court of competent
jurisdiction, the remainder of this Agreement shall remain in full force and
effect notwithstanding the invalidity or illegality of the other portion(s).

         15. MULTIPLE COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be an original, but all of which, together,
shall constitute one and the same instrument.

         EXECUTED in multiple counterparts at Houston, Texas on this 23 day
of DECEMBER, 1999, but with an effective date as set forth herein.

                               THE COMPANY:

                               POLARSHIELD,LLC


                               By:  Jimmy  Farmer
                                  ----------------------------------------
                               Name: Jimmy Farmer
                                    --------------------------------------
                               Title:   President
                                     --------------------------------------

                               CONSULTANT


                               /s/  Steve Fodrie
                               --------------------------------------------
                               STEVE FODRIE





                                       -6-