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                                   EXHIBIT 4.1


                            CONSULTING AGREEMENT WITH

                             WINDSOR PARTNERS, INC.

                              DATED AUGUST 1, 2000


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                          BUSINESS CONSULTING AGREEMENT


This Agreement (the "Agreement") is dated August 1, 2000 and is entered into by
and between MCHENRY METALS GOLF CORP. (Hereinafter "GLFN" or "CLIENT") and
WINDSOR PARTNERS, INC. (Hereinafter "WPI").

1.   CONDITIONS. This Agreement will not take effect, and WPI will have no
     obligation to provide any service whatsoever, unless and until CLIENT
     returns a signed copy of this Agreement to WPI (either by mail or facsimile
     copy). In addition, CLIENT shall be truthful with WPI in regard to any
     relevant or material information provided by CLIENT, verbally or otherwise
     which refers, relates, or otherwise pertains to the CLIENT's business, this
     Agreement or any other relevant transaction. Breach of either of these
     conditions shall be considered a material breach and will automatically
     grant WPI the right to terminate this Agreement and all moneys, and other
     forms of compensation, paid or owing as of the date of termination by WPI
     shall be forfeited without further notice.

     Upon execution of this Agreement, CLIENT agrees to fully cooperate with WPI
     in carrying out the purposes of this Agreement, keep WPI informed of any
     developments of importance pertaining to CLIENT's business and abide by
     this Agreement in its entirety.

2.   SCOPE AND DUTIES. During the term of this Agreement, WPI will perform the
     following services for CLIENT:

2.1  ADVICE AND COUNSEL. WPI will provide advice and counsel regarding CLIENT's
     strategic business plans, strategy and negotiations with potential business
     strategic partnering, corporate planning and or other general business
     consulting needs as expressed by CLIENT.

2.2  MERGERS AND ACQUISITIONS. WPI will provide assistance to CLIENT, as
     mutually agreed, in identifying merger and/or acquisition candidates,
     assisting in any due diligence process, recommending transaction terms and
     providing advice and assistance during negotiations, as needed.

2.3  CLIENT AND/OR CLIENT'S AFFILIATE TRANSACTION DUE DILIGENCE. WPI will
     participate and assist CLIENT in the due diligence process, where possible,
     on all proposed financial transactions affecting CLIENT of which WPI is
     notified in writing in advance, including conducting investigation of and
     providing advice on the financial, valuation and stock price implications
     of the proposed transaction(s).

2.4  ANCILLARY DOCUMENT SERVICES. If necessary, WPI will assist and cooperate
     with CLIENT in the development, editing and production of such documents as
     are reasonably necessary to assist in any transaction covered by this
     Agreement. However, this Agreement will not include the preparation or
     procuring of legal documents or those documents normally prepared by an
     attorney.

2.5  ADDITIONAL DUTIES. CLIENT and WPI shall mutually agree, in writing, for any
     additional duties that WPI may provide to CLIENT for compensation paid or
     payable by CLIENT under this Agreement. Although there is no requirement to
     do so, such additional agreement(s) may be attached hereto and made a part
     hereof by written amendments to be listed as "Exhibits" beginning with
     "Exhibit A" and initialed by both parties.

2.6  STANDARD OF PERFORMANCE. WPI shall devote such time and efforts to the
     affairs of the CLIENT as is reasonably necessary to render the services
     contemplated by this Agreement. Any work or task of WPI provided for herein
     which requires CLIENT to provide certain information to assist WPI in
     completion of the work shall be excused (without effect upon any obligation
     of CLIENT) until such time as CLIENT has fully provided all information and
     cooperation necessary for WPI to complete the work. The services of WPI
     shall not include the rendering of any legal opinions or the performance of
     any work that is in the ordinary purview of a certified public accountant,
     or other licensed professional. WPI cannot guarantee results on behalf of
     CLIENT, but shall use commercially reasonable efforts in providing the
     services listed above. If an interest is communicated to WPI regarding
     satisfying all or part of CLIENT's business and


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     corporate strategic planning needs, WIP shall notify CLIENT and advise it
     as to the source of such interest and any terms and conditions of such
     interest.

2.7  NON-GUARANTEE. WPI MAKES NO GUARANTEE THAT WPI WILL BE ABLE TO SUCCESSFULLY
     LOCATE A MERGER OR ACQUISITION TARGET AND IN TURN CONSUMMATE A MERGER OR
     ACQUISITION TRANSACTION FOR CLIENT, OR TO SUCCESSFULLY COMPLETE SUCH A
     TRANSACTION WITHIN CLIENT'S DESIRED TIME FRAME. NEITHER ANYTHING IN THIS
     AGREEMENT TO THE CONTRARY NOR THE PAYMENT OF DEPOSITS TO WPI BY CLIENT
     PURSUANT TO FEE AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE
     CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME
     FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOME OF CLIENT'S NEEDS ARE
     EXPRESSIONS OF OPINION ONLY, AND FOR PURPOSES OF THIS AGREEMENT ARE
     SPECIFICALLY DISAVOWED.

3.   COMPENSATION TO WPI.

3.1  CLIENT will pay for services described herein. The fees shown below (which
     summarize those outlined in 3.2, and 3.3 below) shall be payable as
     follows:

     INITIAL PAYMENT DUE UPON ACCEPTANCE OF THIS AGREEMENT:

     160,000 SHARES FREELY TRADING COMMON VOTING STOCK OF GLFN REGISTERED UNDER
     S-8;

     NOTE: WPI SHALL HAVE NO OBLIGATION TO PERFORM ANY DUTIES PROVIDED FOR
     HEREIN IF PAYMENT [CASH AND/OR STOCK] IS NOT RECEIVED BY WPI WITHIN 7 DAYS
     OF MUTUAL EXECUTION OF THIS AGREEMENT BY THE PARTIES. IN ADDITION, WPI'S
     OBLIGATIONS UNDER THIS AGREEMENT SHALL BE SUSPENDED IF ANY PAYMENT OWING
     HEREUNDER IS MORE THAN FIFTEEN (15) DAYS DELINQUENT. FURTHERMORE, THE
     RECEIPT OF ANY FEES DUE TO WPI UPON EXECUTION OF THIS AGREEMENT ARE NOT
     CONTINGENT UPON ANY PRIOR PERFORMANCE OF ANY DUTIES WHATSOEVER DESCRIBED
     WITHIN THIS AGREEMENT.

3.2  FEES FOR MERGER/ACQUISITION. In the event that WPI, assists CLIENT and/or
     introduces CLIENT (or a CLIENT affiliate) to any third party, merger
     partner(s) or joint venture(s) who then enters into a merger, joint venture
     or similar agreement with CLIENT or CLIENT's affiliate, CLIENT hereby
     agrees to pay WPI advisory fees pursuant to the following schedule which
     are based on the aggregate amount of such merger, joint venture or similar
     agreement with CLIENT or CLIENT's affiliate. Advisory fees are deemed
     earned and shall be due and payable at the first close of the transaction,
     however, in certain circumstances when payment of advisory fees at closing
     is not possible, within 24 hours after CLIENT has received the proceeds of
     such investment. This provision shall survive this Agreement for a period
     of one year after termination or expiration of this Agreement. In other
     words, the advisory fee shall be deemed earned and due and payable for any
     funding, underwriting, merger, joint venture or similar transaction which
     first closes within a year of the termination or expiration of this
     Agreement as a result of an introduction as set forth above.

          MERGER/ACQUISITION. For a merger/acquisition entered into by CLIENT as
          a result of an introduction by WPI during the term of this Agreement,
          CLIENT shall pay WPI an aggregate of five percent (5%) of the value of
          the first $1,000,000 of the transaction, four percent (4%) of the
          value of the second $1,000,000 of the transaction, three percent (3%)
          of the value of the third $1,000,000 of the transaction, two percent
          (2%) of the value of the fourth $1,000,000 of the value of the
          transaction, and one percent (1%) of the value of the fifth $1,000,000
          of the transaction and one percent (1%) for the value of all amounts
          of the transaction thereafter over $5,000,000 of the value of the
          transaction. Such percentage shall be paid to WPI in the same ratio of
          cash and/or stock as the transaction. However, for a
          merger/acquisition entered into by CLIENT as a result of their own
          finding, and in which the CLIENT expressly requires WPI to participate
          in a consultancy or advisory capacity, CLIENT shall pay WPI an amount
          equal to one percent (1%) of the


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          value of the transaction. Notwithstanding the foregoing, for the
          specific target candidate of Carbite Golf Inc., the percentage
          payable to WPI of the total value of the transaction shall be
          1/2-of-one percent (0.5%).

3.3  EXPENSES. CLIENT shall reimburse WPI for reasonable expenses incurred in
     performing its duties pursuant to this Agreement (including printing,
     postage, express mail, photo reproduction, travel, lodging, and long
     distance telephone and facsimile charges); provided, however, that WPI must
     receive prior written approval from CLIENT for any expenses over $250. Such
     reimbursement shall be payable within 7 seven days after CLIENT's receipt
     of WPI invoice for same.

3.4  ADDITIONAL FEES. CLIENT and WPI shall mutually agree upon any additional
     fees that CLIENT may pay in the future for services rendered by WPI under
     this Agreement. Such additional agreement(s) may, although there is no
     requirement to do so, be attached hereto and made a part hereof as Exhibits
     beginning with Exhibit A.

4.   INDEMNIFICATION. WPI and the CLIENT agree to indemnify and hold each other
     harmless, and each of its officers, directors, employees and shareholders
     against any and all liability, loss and costs, expenses or damages,
     including but not limited to, any and all expenses whatsoever reasonably
     incurred in investigation, preparing or defending against any litigation,
     commenced or threatened, or any claim whatsoever or howsoever caused by
     reason of any injury (whether to body, property, personal or business
     character or reputation) sustained by any person or to any person or
     property, arising out of any act, failure to act, neglect, any untrue or
     alleged untrue statement of a material fact or intentional failure to state
     a material fact which thereby makes a statement false or misleading, or any
     breach of any material representation, warranty or covenant by WPI and
     CLIENT or any of its agents, employees, or other representatives. Nothing
     herein is intended to nor shall it relieve either party from liability for
     its own willful act, omission or negligence. All remedies provided by law,
     or in equity shall be cumulative and not in the alternative.

5.   CONFIDENTIALITY.

5.1  WPI and CLIENT each agree to keep confidential and provide reasonable
     security measures to keep confidential information where release may be
     detrimental to their respective business interests. WPI and CLIENT shall
     each require their employees, agents, affiliates, other licensees, and
     others who will have access to the information through WPI and CLIENT
     respectively, to first enter appropriate non-disclosure Agreements
     requiring the confidentiality contemplated by this Agreement in perpetuity.

5.2  WPI will not, either during its engagement by the CLIENT pursuant to this
     Agreement or at any time thereafter, disclose, use or make known for its or
     another's benefit any confidential information, knowledge, or data of the
     CLIENT or any of its affiliates in any way acquired or used by WPI during
     its engagement by the CLIENT. Confidential information, knowledge or data
     of the CLIENT and its affiliates shall not include any information that is,
     or becomes generally available to the public other than as a result of a
     disclosure by WPI or its representatives.

6.   MISCELLANEOUS PROVISIONS.

6.1  AMENDMENT AND MODIFICATION. This Agreement may be amended, modified and
     supplemented only by written agreement of WPI and CLIENT.

6.2  ASSIGNMENT. This Agreement and all of the provisions hereof shall be
     binding upon and inure to the benefit of the parties hereto and their
     respective successors and permitted assigns. The obligations of either
     party hereunder cannot be assigned without the express written consent of
     the other party.

6.3  GOVERNING LAW; VENUE. This Agreement and the legal relations among the
     parties hereto shall be governed by and construed in accordance with the
     laws of the State of California, without regard to its conflict of law
     doctrine. CLIENT and WPI agree that if any action is instituted to enforce
     or interpret any provision of this Agreement, the jurisdiction and venue
     shall be Orange County, California.


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6.4  ATTORNEYS' FEES AND COSTS. If any action is necessary to enforce and
     collect upon the terms of this Agreement, the prevailing party shall be
     entitled to reasonable attorneys' fees and costs, in addition to any other
     relief to which that party may be entitled. This provision shall be
     construed as applicable to the entire Agreement.

6.5  SURVIVABILITY. If any part of this Agreement is found, or deemed by a court
     of competent jurisdiction, to be invalid or unenforceable, that part shall
     be severable from the remainder of the Agreement.

7.   ARBITRATION. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT,
     WPI OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS,
     ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER PERSON OR
     ENTITY, ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THIS
     AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH
     LITIGATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED
     HEREBY ACKNOWLEDGE AND AGREE THAT:

          A.   ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

          B.   THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT,
               INCLUDING THEIR RIGHT TO JURY TRIAL;

          C.   PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT
               FROM COURT PROCEEDING;

          D.   THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL
               FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL OR TO
               SEEK MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY
               LIMITED;

          E.   THIS ARBITRATION PROVISION IS SPECIFICALLY INTENDED TO INCLUDE
               ANY AND ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY
               PARTY;

          F.   EACH PARTY HEREBY AGREES TO SUBMIT THE DISPUTE FOR RESOLUTION TO
               THE AMERICAN ARBITRATION ASSOCIATION, IN ORANGE COUNTY,
               CALIFORNIA WITHIN FIVE (5) DAYS AFTER RECEIVING A WRITTEN REQUEST
               TO DO SO FROM THE OTHER PARTY;

          G.   IF EITHER PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON
               REQUEST, THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION
               PROCEEDING, BUT IS UNDER NO OBLIGATION TO DO SO;

          H.   ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL
               TAKE PLACE IN ORANGE COUNTY, CALIFORNIA;

          I.   IF EITHER PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT
               TO RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING
               ARBITRATION OR SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF
               ANY ARBITRATION FORUM LOCATED IN ORANGE COUNTY, CALIFORNIA, OVER
               ANY MATTER WHICH IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING
               PARTY SHALL BE ENTITLED TO RECOVER FROM THE LOSING PARTY ITS
               LEGAL FEES AND ANY EXPENSES INCURRED IN CONNECTION WITH THE
               DEFENSE OF SUCH LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE ITS
               RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN;

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          J.   THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL
               AND CONCLUSIVE AND AGREE TO ABIDE THEREBY;

          K.   ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT
               AND EXECUTION FOR COLLECTION.

8.   TERM/TERMINATION. This Agreement is an agreement for the term of six (6)
     months ending January 31, 2001.


9.   REGISTRATION OF SHARES. WPI shall have standard piggyback registration
     rights (as described in Section 3.2 herein) of all shares issued in
     accordance with this Agreement, which are not subject to registration per
     Section 3.0 et seq. herein.

10.  NON CIRCUMVENTION. In and for valuable consideration, CLIENT hereby agrees
     that WPI may introduce (whether by written, oral, data, or other form of
     communication) CLIENT to one or more opportunities, including, without
     limitation, natural persons, corporations, limited liability companies,
     partnerships, unincorporated businesses, sole proprietorships and similar
     entities (hereinafter an "Opportunity" or "Opportunities"). CLIENT further
     acknowledges and agrees that the identity of the subject Opportunities, and
     all other information concerning an Opportunity (including without
     limitation, all mailing information, phone and fax numbers, email addresses
     and other contact information) introduced hereunder are the property of
     WPI, and shall be treated as confidential and proprietary information by
     CLIENT, its affiliates, officers, directors, shareholders, employees,
     agents, representatives, successors and assigns. CLIENT shall not use such
     information, except in the context of any arrangement with WPI in which WPI
     is directly and actively involved, and never without WPI's prior written
     approval. CLIENT further agrees that neither it nor its employees,
     affiliates or assigns, shall enter into, or otherwise arrange (either for
     it/him/herself, or any other person or entity) any business relationship,
     contact any person regarding such Opportunity, either directly or
     indirectly, or any of its affiliates, or accept any compensation or
     advantage in relation to such Opportunity except as directly though WPI,
     without the prior written approval of WPI. WPI is relying on CLIENT's
     assent to these terms and their intent to be bound by the terms by evidence
     of their signature. Without CLIENT's signed assent to these terms, WPI
     would not introduce any Opportunity or disclose any confidential
     information to CLIENT as herein described.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.

MCHENRY METALS GOLF CORP (GLFN)


Print Name: /s/  Mark Bergendahl
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Sign Name:  /s/  Mark Bergendahl
            --------------------------------------
Title:           Vice Chairman
      --------------------------------------------
Date:            August 9, 2000
     ---------------------------------------------
Address:
        ------------------------------------------

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WINDSOR PARTNERS, INC. (WPI)

Print Name: Richard H. Walker
            --------------------------------------
Sign Name:  /s/  Richard H. Walker
            --------------------------------------
Title:      President
Date:       August 1, 2000
Address:    30872 Hunt Club Drive
            San Juan Capistrano, CA  92675



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