<PAGE>

                                                                     EXHIBIT 4.1

                     FINANCIAL CONSULTING SERVICES AGREEMENT

     This Financial Consulting Services Agreement (the "Agreement") is entered
this 26th day of April, 2001 by and between M. Blaine Riley, Randall Letcavage
and Rosemary Nguyen ("Consultants"), individual's, and American I R Technologies
Inc. (OTC BB:ATLI) ("Client"), a Nevada corporation, with reference to the
following:

                                    RECITALS

     A. The Client desires to be assured of the association and services of the
Consultants in order to avail itself of the Consultants 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 Consultants upon the terms and conditions set
forth herein.

     B. The Consultants agree 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 Consultants on a non-exclusive
          basis, and Consultants hereby accepts the engagement to become a
          financial Consultants 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.   Strategic alliances, mergers and acquisitions;

          B.   Corporate planning, strategy and negotiations with potential
               strategic business partners and/or other general business
               consulting needs as expressed by Client;

          C.   Business development and business advertising;

          D.   E-Consulting providing business solutions;

          E.   Structuring and providing alternative sources for accounts
               receivable, purchase order and other asset financing.

          F.   Due diligence processes and Capital structures;

          G.   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.

     Notwithstanding anything contained herein to the contrary, it is clearly
understood and agreed to by the parties hereto that the aforementioned services
to be provided by Consultants shall not involve any capital raising efforts or
promotion of the Client's securities. It shall be expressly understood that
Consultants 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
and Client is not obligated to accept any recommendations or close any
transactions submitted by Consultant.

     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. (see item 10 "Notices")

     3. DUE DILIGENCE. The Client shall supply and deliver to the Consultant all
information relating to the Client Company's business as may be reasonably
requested by the Consultant to enable the Consultant to make an assessment of
the Company and its business prospects and provide the Consulting Services.

     4. 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 six
          hundred thousand (300,000) shares of free trading common stock (the
          "Shares"), registered under S-8.


<PAGE>

     (b)  The Certificates shall be issued to the Consultants in the following
          manner:

          M. Blaine Riley will receive two hundred thousand (100,000) shares.
          Randall Letcavage will receive two hundred thousand (100,000) shares.
          Rosemary Nguyen will receive two hundred thousand (100,000) shares.

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.

     5. REPRESENTATIONS, WARRANTS AND COVENANTS. The Client represents, warrants
and covenants to the Consultant as follows:

     A.   The Client has the full authority, right, power and legal capacity to
          enter into this Agreement and to consummate the transactions which are
          provided for herein. The execution of this Agreement by the Client and
          its delivery to the Consultant, and the consummation by it of the
          transactions which are contemplated herein have been duly approved and
          authorized by all necessary action by the Client's Board of Directors
          and no further authorization shall be necessary on the part of the
          Client for the performance and consummation by the Client of the
          transactions which are contemplated by this Agreement.

     B.   The business and operations of the Client have been and are being
          conducted in all material respects in accordance with all applicable
          laws, rules and regulations of all authorities which affect the Client
          or its properties, assets, businesses or prospects. The performance of
          this Agreement shall not result in any breach of, or constitute a
          default under, or result in the imposition of any lien or encumbrance
          upon any property of the Client or cause an acceleration under any
          arrangement, agreement or other instrument to which the Client is a
          party or by which any of its assets are bound. The Client has
          performed in all respects all of its obligations which are, as of the
          date of this Agreement, required to be performed by it pursuant to the
          terms of any such agreement, contract or commitment.

     6. 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. The Consultant agrees that it will, at all times,
faithfully and in a professional manner perform all of the duties that may be
reasonably required of the Consultant pursuant to the terms of this Agreement.
Consultant shall be required to expend only such time as is necessary to service
Client in a commercially reasonable manner. The Consultant does not guarantee
that its efforts will have any impact upon the Company's business or that there
will be any specific result or improvement from the Consultant's efforts.
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.

     7. 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.

     8. ARBITRATION AND FEES. Any controversy or claim arising out of or
relating to this Agreement, or breach thereof, may be resolved by mutual
agreement; or if not, shall be settled in accordance with the Arbitration rules
of the American Arbitration Association in Irvine, California. Any decision
issued therefrom shall be binding upon the parties and shall be enforceable as a
judgment in any court of competent jurisdiction. The prevailing party in such
arbitration or other proceeding shall be entitled, in addition to such other
relief as many be granted, to a reasonable sum as and for attorney's fees in
such arbitration or other proceeding which may be determined by the arbitrator
or other officer in such proceeding. If collection is required for any payment
not made when due, the creditor shall collect statutory interest and the cost of
collection, including attorney's fees whether or not court action is required
for enforcement.

     9. NOTICES. Any notice or other communication required or permitted
hereunder must be in writing and sent by either (i)


<PAGE>

certified mail, postage prepaid, return receipt requested and First Class mail,
(ii) overnight delivery with confirmation of delivery, or (iii) facsimile
transmission with an original mailed by first class mail, postage prepaid,
addressed as follows:


<PAGE>


        If to the Client:             American I R Technologies Inc.
                                      Attention: Ron Ryan
                                      3080 W. Post Road
                                      Las Vegas, NV  89118
                                      Facsimile No.: (702) 368-4573

        If to Consultant:             Attention: M. Blaine Riley
                                      33966 Crystal Lantern
                                      Dana Point, CA  92629
                                      Facsimile No: (949) 488-3444

                                      Attention: Randall Letcavage
                                      2603 Main Street, Suite #1150
                                      Irvine, CA 92614
                                      Facsimile No.: (949) 260-0116

                                      Attention: Rosemary Nguyen
                                      7602 E. Santiago Canyon Rd.
                                      Orange, CA  92869
                                      Facsimile No: (714) 997-5962

or in each case to such other address and facsimile number as shall have last
been furnished by like notice. If mailing is impossible due to an absence of
postal service, and other methods of sending notice are not otherwise available,
notice shall be hand-delivered to the aforesaid addresses. Each notice or
communication shall be deemed to have been given as of the date so mailed or
delivered, as the case may be; provided, however, that any notice sent by
facsimile shall be deemed to have been given as of the date sent by facsimile if
a copy of such notice is also mailed by first class mail on the date sent by
facsimile; if the date of mailing is not the same as the date of sending by
facsimile, then the date of mailing by first class mail shall be deemed to be
the date upon which notice given.

     10. 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.


     11. COUNTERPARTS. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the date first written above.


                        "Client"

                        Signature:         /s/ Ron Ryan
                                           ------------------------------------
                        Print with Title   Ron Ryan, President and CEO
                        Company:           American I R Technologies Inc.


                        "Consultants"

                        Signature:         /s/ M. Blaine Riley
                                           ------------------------------------
                                           M. Blaine Riley, Managing Director

                        Signature:         /s/ Randall Letcavate
                                           ------------------------------------
                                           Randall Letcavage, Managing Director

                        Signature:         /s/ Rosemary Nguyen
                                           ------------------------------------
                                           Rosemary Nguyen, Managing Director