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                                                                    Exhibit 10.2

                              OASIS VENTURES, LLC
                             Post Office Box 1068
                            Larkspur, CA 94977-1068
                                (415) 455-8466


October 23, 2001

Mr. Edward L. Stern
President & CEO
Kreisler Manufacturing Corporation
5960 Central Avenue, Suite H
St. Petersburg, FL 33707

Dear Mr. Stern:

     The purpose of this letter ("Consulting Engagement Letter") is to set forth
the terms of the engagement by Kreisler Manufacturing Corporation (the
"Company") of Oasis Ventures, LLC (the "Adviser") to render strategic and other
consulting services to the Company. This agreement is in addition to and does
not supersede the letter agreement between the Company and the Adviser dated the
date hereof relating to certain financial advisory and investment banking
services to be provided by the Adviser to the Company. The Company and the
Adviser may hereinafter also be referred to together as the "Parties" and
seperately as the "Party". The Adviser agrees to use reasonable good efforts in
rendering these services.

     Mr. Robert S. Krupp shall perform most of the services on behalf of the
Adviser and it is anticipated that the services will be supplied primarily at
the offices of the Adviser, secondarily at the Company's offices, and at any
other locations reasonably required by the Company and reasonably acceptable to
the Adviser. The Adviser makes no representations nor warranties as to the
results of its rendering of financial advisory services.

CONFIDENTIALITY
---------------

     The Adviser agrees to keep confidential all non-public information that it
receives concerning the Company and any transaction and to disclose that
information only with the consent of the Company, except as it is legally
required or obliged to do so under applicable law.

TERM
----

     The term of this engagement (the "Term") shall be from the date hereof (the
"Commencement Date") to either: i) one year after the date hereof, or ii) thirty
(30) days following the written notification by one Party to the other Party of
the early termination of the Agreement, whichever, occurs first.
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CURRENT SITUATION
-----------------

     The Company requires the management consulting services of the Adviser to
assist it in analysing operational and financial issues and reviewing its
strategic goals and objectives, identifying strategic options, creating
financial model(s) and developing recommendations. A more complete description
of the consulting services to be provided is set forth on Schedule I hereto.

APPROACH
--------

     In general, the engagement shall be divided into four phases. Phase I
entails assisting the Company in identifying its strategic goals and objectives.
Phase II encompasses assisting in the analysis of the various strategic options
which appear to meet these objectives. Phase III requires the creation of a
forward-looking financial model(s) of the business in light of the most
favourable strategic option(s). Phase IV involves assisting the Company in the
development of recommendations as to the best strategic direction for the
Company. The four phases are estimated to take two to four months to complete.
The Adviser will provide guidance and oversight during all of the phases of the
engagement; and personnel of the Adviser will assist in the creation of the
financial model provided by the Company in Phase III. The Company will have
significant responsibility for work product in Phases I and II. The Adviser will
have primary responsibility for all phases.

FEES AND EXPENSES
-----------------

     This assignment shall be on an hourly fee and expenses basis. The Company
agrees to pay the Adviser a fee (the "Hourly Fee(s)") in the amount of US$395.00
for each hour that services are performed by Robert S. Krupp during the Term and
up to US$197.50 for each hour that services are performed by other Adviser
personnel during the Term. For purposes of calculating the amount of the Hourly
Fees, travel shall be deemed to constitute time services are being performed.
The Adviser shall make reasonable efforts to minimize billable travel time, and
where feasible and in the opinion of the Adviser appropriate to share travel
time and expenses with other clients. The Adviser shall invoice the Company at
the end of each calendar month for the Hourly Fees in accordance with Schedule
II hereto, and the Company shall pay the Adviser's invoice within fifteen (15)
days of receiving it. All Hourly Fees not billed and paid shall be billed and
paid within fifteen (15) days after termination of this Agreement.

     The Adviser shall also invoice the Company at the end of each calendar
month and the Company shall pay within fifteen (15) days of the receipt of the
Adviser's invoice for all reasonable out-of-pocket business expenses incurred
during the Term, including but not limited to, travel expenses (the equivalent
of up to the cost of Y class airfare plus reasonable upgrades, travel to/from
the airport, lodging, meals, laundry, etc.), pre-approved business
entertainment, supplies, telephone, fax, postage, overnight delivery and outside
research services. The Adviser shall provide adequate detail of such expenses
and receipts as required by the Company in order to make the expenses fully tax
deductible to the Adviser. The Company shall pay or reimburse the Adviser for
any state sales/service tax, if applicable.








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EARLY TERMINATION
-----------------

     Either Party may terminate this Agreement by thirty (30) days notice to the
other Party. The Company may direct the Adviser to provide no services during
the thirty (30) days following such notification. The Company shall be obligated
to pay the Adviser promptly for all services (including travel time) performed
by the Adviser prior to such notification and for travel time to return to San
Francisco, California if after such notification. The Company shall reimburse
the Adviser for reasonable out-of-pocket expenses (including state sales/service
tax, if any) incurred by the Adviser or for which the Adviser became obligated
prior to the early termination date. Early termination by the Company of the
Agreement shall not relieve the Company of its obligation to pay the Adviser any
and all fees payable hereunder.

RIGHT TO INDEMNIFICATION
------------------------

     The Company hereby agrees to indemnify, defend and hold harmless the
Adviser and its shareholders, directors, agents, employees, independent
contractors, successors and assigns (the "indemnified Parties") against and from
any and all claims, demands, liabilities, losses, damages, costs or expenses
(including reasonable attorney's fees and reasonable fees for the Adviser's
time, if required) arising out of or in any way connected with any acts or
omissions in connection with this engagement of the Adviser by the Company,
regardless or whether or not any such claims, demands, liabilities, losses,
damages, costs or expenses were caused in whole or in part by any Indemnified
Parties. The right to indemnification as set out in the preceding sentence shall
not extend to any claims, demands, liabilities, losses, damages, costs or
expenses arising out of the gross negligence, bad faith or wilful misconduct of
any Indemnified Parties. The right to indemnification provided herein shall
remain operational and in full force and effect regardless of any termination or
the completion or expiration of the Agreement or the Adviser's engagement by the
Company.

COMMUNICATIONS
--------------

     Any communication under the terms of this Agreement shall be sent by
letter, telex, facsimile transmission or by telephone:

In the case of the Company to:

Telephone:     (727) 347-1144
Facsimile:     (727) 347-1155
Attention:     Mr. Edward Stem, President & CEO

and in the case of the Adviser to:

Telephone:     (415) 455-8466
Facsimile:     (415) 459-6977.
Attention:     Mr. Robert S. Krupp, Managing Director
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Any such notice shall be deemed to have been given as follows:

(i)   if by letter, when it is delivered
(ii)  if by fax, when transmitted and full transmission has been separately
      notified by telephone by the transmitting party;
(iii) if by telephone, when made.


     Please confirm that the following is in accordance with your understanding
of our agreement by signing both originals, retaining one for your files and
returning one signed original to me whereupon it will become a binding agreement
to be governed by the laws of the State of California. The offer contained in
this letter shall cease to be in effect if this letter is not executed prior to
October 31, 2001.


                                                    Sincerely yours


                                                    /s/ Robert S. Krupp
                                                    ----------------------------
                                                    Robert S. Krupp
                                                    Managing Director
                                                    Oasis Ventures, LLC



Agreed: /s/ Edward L. Stern
       ------------------------------
       Edward L. Stern
       President & CEO
       Kreisler Manufacturing Corporation

Date: October 23, 2001
     --------------------------------



















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                                  SCHEDULE I

Any Services performed directly relating to the following shall be excluded from
[not billable under] this Consulting Engagement Letter:

     1.  Quarterly Board of Director meetings,
     2.  Annual Audit Committee teleconference and related preparation,
     3.  Quarterly Audit Committee teleconference and related preparation,
     4.  Annual Compensation Committee meeting and related preparation,
     5.  Generation of Company valuation estimates,
     6.  Revision and updating of Information Memorandum,
     7.  Execution of Selling Process,
     8.  Assisting Company's legal counsel in the negotiation of a Letter of
         Intent,
     9.  Assisting Company's legal counsel in the negotiation of a Definitive
         Agreement, and
     10. Assisting Company in the preparations for a Closing and attending
         Closing meeting.

Any Services performed relating to the following shall be included [billable]
under this Consulting Engagement Letter:

     1.  Identification of strategic goals and objectives,
     2.  Analysis of strategic options which appear to meet these goals,
     3.  Creation of forward-looking financial model(s) of the business in light
         of the most favorable strategic options(s),
     4.  Recommendations as to the best strategic direction for the Company,
     5.  Analysis and recommendation of operational and financial issues in
         support of managements efforts to optimize the financial performance of
         the Company,
     6.  Preparation of materials, analysis and recommendations relating to the
         due diligence process,
     7.  Travel time related to services performed and billable under the
         Consulting Engagement Letter,
     8.  Any other management consulting services requested by the Company in
         support of management not excluded above, and
     9.  In the event services performed are ambiguous and appear to be billable
         under both the Consulting Engagement Letter and the Financial Advisory
         Engagement Letter, such Services shall be deemed to be billable under
         the Consulting Engagement Letter.
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                                  SCHEDULE II

     The $395.00 Hourly Fee for services performed by Robert Krupp shall be
payable as follows: 1) $200.00 per hour performed payable within 15 days of the
monthly invoice date and 2) the remaining $195.00 per hour performed payable at
the end of the Term.

     The up to $197.50 Hourly Fee for services performed by Oasis Venture
consultants other than Robert Krupp shall be payable as follows: 1) $100.00 per
hour performed payable within 15 days of the monthly invoice date and 2) the
remaining $97.50 per hour performed payable at the end of the Term. Hourly Fees
less than $197.50 per hour shall be payable within 15 days of the monthly
invoice date and at the end of the Term in the same proportion as the $197.50.