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                                                                    EXHIBIT 10.2

                              CONSULTANCY AGREEMENT


                       FISHER & PAYKEL INDUSTRIES LIMITED

                                       and

                             LRS MANAGEMENT LIMITED



THIS AGREEMENT is made this 10th day of September 2001

B E T W E E N

FISHER & PAYKEL INDUSTRIES LIMITED with its registered office at 78 Springs
Road, East Tamaki, Auckland (hereinafter called "Healthcare" of the one part)

AND

LRS MANAGEMENT LIMITED with its registered office at 2 Pompallier Terrace,
Ponsonby, Auckland (hereinafter called "Management Company") of the other part.


INTRODUCTION

A.         Healthcare requires the services of an experienced consultant able to
           provide legal and commercial advice to Healthcare and to any related
           or subsidiary company of Healthcare for the period and upon and
           subject to the terms and conditions set out in this agreement.

B.         The Management Company now has offered to provide the services
           required by Healthcare and has agreed to designate Mr W L Gillanders
           as the consultant in its employment who will assume responsibility
           for the provision of such services upon and subject to the terms and
           conditions of this agreement.


IT IS AGREED

1.         Services to be provided by Management Company

1.1        The Management Company agrees to make the services of Mr W L
           Gillanders available to Healthcare and to its related and subsidiary
           companies upon and subject to the terms and conditions of this
           agreement.
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1.2        The services to be provided pursuant to this agreement shall be
           provided by Mr Gillanders on the basis of 2 1/2 days in each working
           week (subject to public holidays).

1.3        The Management Company shall ensure that Mr Gillanders exercises the
           same standard of care as would reasonably be expected to be exercised
           by a Senior Executive of Healthcare in the performance of his duties
           hereunder.

1.4        Healthcare agrees that it has been informed that the Management
           Company has entered into (or will enter into) an agreement with
           Fisher & Paykel Appliances Holdings Limited pursuant to which it will
           provide similar services to that company as are to be provided by it
           to Healthcare pursuant to this agreement. Accordingly, if from time
           to time Fisher & Paykel Appliances Holdings Limited requires the
           services of Mr Gillanders for longer than a 2-1/2 day period in any
           week or requires him to travel overseas, then the provision of such
           services to Fisher & Paykel Appliances Holdings Limited shall not
           constitute a breach of this agreement, provided that a like clause to
           this Clause 1.4 is included in the agreement between the Management
           Company and Fisher & Paykel Appliances Holdings Limited.

1.5        During the term of this agreement the Management Company agrees that
           it will not enter into any agreement with a third party (other than
           Fisher & Paykel Appliances Holdings Limited as aforesaid) which will
           require the Management Company to provide the services of Mr
           Gillanders to such third party without the prior consent of
           Healthcare.

2.         Provision of Services

2.1        It is intended that Mr Gillanders will provide the consultancy
           services in Healthcare's office and accordingly Healthcare shall
           provide such secretarial and other services and facilities to Mr
           Gillanders as may reasonably be required in relation thereto and
           shall also ensure that Mr Gillanders has full and free access to all
           such information, reports and other material in the possession or
           under the control of Healthcare as he may require in order to provide
           the required consultancy services.

2.2        Whilst it is contemplated that Mr Gillanders will provide consultancy
           services in Healthcare's office from time to time Mr Gillanders may
           also utilise the Management Company's office or his residence for the
           provision of consultancy services.

3.         Fee for Services

3.1        Healthcare shall pay the Management Company the sum of $200,000 per
           annum (plus GST) for the consultancy services to be provided
           hereunder.
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3.2        In addition to the consultancy fee Healthcare shall refund to the
           Management Company all out of pocket costs and expenses of the
           Management Company necessarily incurred in the provision of the
           consultancy services with the exception of the travel costs of Mr
           Gillanders when travelling between his residence or the Management
           Company's office to Healthcare's office in Auckland.

3.3        The Management Company shall tender invoices for services provided in
           each calendar month during the term of this agreement, being the sum
           of $16,666.67 (plus GST) together with any sum due as reimbursement
           of expenses on or before the 5th day of the next successive calendar
           month and payment shall be made by Healthcare to the Management
           Company prior to the 20th day of the month in which each such invoice
           is received.

4.         Availability of Mr Gillanders

Healthcare agrees that it has been advised that under its agreement with
Management Company Mr Gillanders is entitled to 30 days holiday in each year
(which he may take in at the one time or in segments) as well as all New Zealand
public holidays. The Management Company shall give Healthcare reasonable notice
of any holidays (other than public holidays) to be taken by Mr Gillanders.

5.         Responsibility

If Healthcare shall have any reason to question the conduct of Mr Gillanders,
the services provided by Management Company or the operation of this agreement,
the matter shall first be raised between the Chairman of Directors of Healthcare
and the Management Company who shall endeavour to resolve the actual or
perceived problem. In the absence of agreement, each company may then take such
action as it deems fit.

6.         Confidentiality

6.1        The Management Company recognises that in order to provide the
           services to Healthcare contemplated by this agreement Mr Gillanders
           and the Management Company will necessarily be possessed of
           information relating to the business and affairs of Healthcare which
           is of commercial value to Healthcare or to its competitors.
           Accordingly the Management Company agrees and will procure the
           agreement of Mr Gillanders that during the term of this agreement
           neither the Management Company nor Mr Gillanders will:

           6.1.1     Enter into an agreement to provide or provide consultancy
                     services to any third party which carries on a business
                     which is in the same field of activity as Healthcare or
                     which manufactures, designs, imports, produces or sells any
                     products which can be substituted for or compete with
                     products produced or marketed by Healthcare or any
                     subsidiary or associated company of Healthcare or provide
                     services to any such third party.
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           6.1.2     Divulge any information concerning the business or affairs
                     of Healthcare to any third party being information which is
                     not already in the public domain at the time of such
                     disclosure.

6.2        Notwithstanding the foregoing if so required by Healthcare Management
           Company shall require Mr Gillanders to enter into a separate
           confidentiality agreement with Healthcare which imposes restrictions
           which are not inconsistent with the foregoing.

7.         Term of Agreement

This agreement has been entered into by the parties on the understanding that
Fisher & Paykel Healthcare Corporation Limited will be listed under that name on
the New Zealand Stock Exchange and that its registered office will be
transferred to 15 Maurice Paykel Place, East Tamaki, Auckland and accordingly,
shall commence on the separation of the Healthcare business and of the
Appliances business of the Fisher & Paykel group into separate companies, each
listed on the New Zealand Stock Exchange (the Separation) or on the 1st January
2002 (whichever shall last occur) provided however that if the Board of
Directors of Healthcare resolve at any time that the Separation shall not
proceed then this agreement shall terminate forthwith.

8.         Termination

8.1        Each party shall have a right to terminate this agreement by a notice
           in writing if the other party is in breach of any material term or
           condition thereof and does not remedy the breach within thirty days
           of the date of a notice in writing specifying the breach and
           requiring its remedy.

8.2        Termination of this agreement shall be without prejudice to the other
           rights or remedies of either party arising out of any default prior
           to termination and shall also be without prejudice to any sum payable
           as at the date of termination or services performed or liabilities
           accrued prior to such date.

9.         Waiver

No waiver of any breach of this agreement shall be deemed to be a waiver of any
other or any subsequent breach. The failure of either party to enforce any
provision of this agreement at any time shall not be interpreted as a waiver of
the provision.

10.        Force Majeure

The Management Company shall not be liable to Healthcare for a failure to
perform or carry out its obligations hereunder if the failure results from force
majeure.
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11.        Indemnity

Healthcare shall indemnify the Management Company and Mr W L Gillanders against
all loss, damages or costs suffered or incurred by the Management Company and/or
Mr W L Gillanders in performing services under the Agreement, except where such
loss, damage and/or costs are the direct result of the gross negligence of, or
wilful misconduct by, the Management Company and/or Mr W L Gillanders.

12.        Illness and Accident

If Mr Gillanders is incapacitated by illness or accident so that the Management
Company is unable to provide services in accordance with this agreement for a
period of six consecutive months, then Healthcare may at its discretion
terminate this agreement by a notice in writing to the Management Company.

13.        Notices

Any notice to be given by either party to the other party shall be deemed to
have been duly given if in writing and delivered or posted to the other party at
its address as set out in this agreement or to such other address as notified to
the other party in accordance with this clause and if delivered shall be deemed
to have been received on the day of delivery and if posted on the day next
following the day after posting.

14.        Assignment

This agreement is personal to the parties and may not be assigned.





Signed by                                   Signed by
FISHER & PAYKEL INDUSTRIES LIMITED:         LRS MANAGEMENT LIMITED:
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/s/ Gary Albert Paykel                      /s/ William Lindsay Gillanders
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Director                                    Director

/s/ David Brian Henry                       /s/ Bronwen Gillanders
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Director                                    Director