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                                                                    Exhibit 10.2


                              CONSULTANCY AGREEMENT


                       FISHER & PAYKEL INDUSTRIES LIMITED

                                       and

                             LRS MANAGEMENT LIMITED



THIS AGREEMENT is made this 17h day of October 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.

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.


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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.

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.


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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.

        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


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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. The term of this
agreement shall be for a three year period from the date of commencement as
determined by this clause.

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.

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.


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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 Judith Gillanders
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Director                                     Director


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