Exhibit 10.2

                              CONSULTING  AGREEMENT
                              ---------------------


This  agreement  ("Agreement")  is  effective  the 31st day of July, 2001 by and
between  McLaren Consultations Ltd, whose address is Suite 128 - 8155 Park Road,
Richmond,  B.C.  Canada  V6Y  1S9  ("Consultant")  and Magnum Industries Inc., a
Nevada corporation, whose address is  #777- 916 West Broadway, British Columbia,
Canada  V5Z  1K7 ("Company") in accordance with the terms and conditions herein.


                                    *WITNESSETH*

WHEREAS,  Consultant  is  experienced  in  corporate  and  financial  matters,

WHEREAS, Company desires to engage Consultant to perform certain services on its
behalf  and  Consultant desires to perform such services, all in accordance with
the  terms  and  conditions  herein,

                                        ***

NOW THEREFORE, subject to the mutual terms, conditions and covenants herein, the
parties  do  hereby  agree  as  follows.

                                          I.

                              PERFORMANCE  BY  CONSULTANT
                              ---------------------------

1.01.  Services  To  Be  Rendered.  During  the  Term (as defined herein) of the
Agreement,  Consultant covenants and agrees that it will employ its best efforts
to  provide corporate and financial services on behalf of Company. Such services
include  corporate  secretarial  services  and  legal  services.

All  information  provided  to  any third party will be information furnished to
Consultant  by  Company. Consultant will not be required to prepare or authorize
any  information  regarding  the  Company.


                                         II.

     TERM  AND  TERMINATION
     ----------------------

The  term of this Agreement shall extend for the period commencing with the date
of  execution  hereof  and  terminating  in  December 31, 2002. Thereafter, this
agreement  may  be  extended  by  the mutual consent of the parties evidenced in
writing.

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                                         III.

                                     COMPENSATION
                                     ------------

As  consideration  for  the services to be rendered by Consultant, Company shall
pay  Consultant the consideration of 625,000 common shares of the Company at the
agreed  par  value  of  $0.001;


                                          IV.

                     REPRESENTATIONS  AND  WARRANTIES AND  INDEMNIFICATION
                     -----------------------------------------------------


4.01.  Acknowledgment  of  Parties.  The parties do hereby acknowledge and agree
that Consultant will rely on adequacy, correctness and accuracy of all materials
received  by  Consultant from the Company as well as all information made public
by  the  Company  ("Corporate  Information").

4.02.  Representation  and  Warranty.  As  an  inducement for entering into this
Agreement,  Company  represents  and  warrants to Consultant that (a) all of the
Corporate  Information  is true, accurate and not misleading with respect to any
material  fact,  transaction  or  projection,  and (b) upon the occurrence of an
event which is materially adverse to the Company or the business of the Company,
Company  will provide prompt written notification to Consultant of such event or
events  stating  in  reasonable  detail  the  nature  of  such  event or events.

                                          V.

                             INDEPENDENT  CONTRACTOR
                             -----------------------

5.01  Independent  Contractor.  In  performing  the  services  provided  herein,
Consultant  shall be deemed an independent contractor for all purposes including
but  not  limited to the Federal Insurance Contribution Act, the Social Security
Act,  the  Federal  Unemployment  Act  and  income  withholding  at  the source.
Consultant  shall  not be construed to be an employee of the Company. Consultant
shall  be  solely responsible for the payment of all self employment and federal
and  state  income  taxes and the filing of required estimated and informational
returns  relating  to  compensation  received  hereunder.

5.02.  Non  Exclusivity.  The  Company  acknowledges  that  Consultant has other
clients and the contractual arrangement described in this Agreement shall not be
exclusive  as  to  the  parties  hereto.

                                         VI.

                              MISCELLANEOUS  PROVISIONS
                              -------------------------

6.01.  Paragraph  Titles.  The  titles  in  this  Agreement  are  inserted  for
convenience  and  for  identification  purposes  only  and  are  not intended to
describe,  interpret,  define  or  limit  the  scope,  intent  or extent of this
Agreement  or  any  provisions  hereof.

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6.02.  Binding  Provisions. The terms and conditions herein are binding upon and
ensure  to  the  benefit  of  the  successors and assigns of the parties hereto,
except  that,  this  Agreement  is  non-assignable  by  Consultant.

6.03.  Applicable  Law.  This  agreement  shall  be  construed  and  enforced in
accordance  with  the  laws  of  the  State  of  Nevada.

6.04.  Entire Agreement. This Agreement constitutes the entire agreement between
the  parties  and  supersedes  all other prior and contemporaneous negotiations,
agreements  and  arrangements  between  the  parties.


IN  WITNESS  WHEREOF,  the  parties  have  executed  this  Agreement on the date
provided  above.



McLaren  Consultations  Ltd

/s/ A.  McLaren
---------------------
Authorized  Signatory




Magnum  Industries  Inc.

/s/  Peter  Khean
---------------------
Authorized  Signatory

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