Exhibit  4.1     Advisory  and  Consulting  Agreements


                         Number  of  Shares  and  Options
                         --------------------------------

     4.1     Barry  R.  Clark          5,500,000

             Mark  L.  Baum              200,000
                                       ---------
                                       5,700,000


4.1
                              CONSULTING AGREEMENT
                              --------------------


This  Consulting Agreement ("Agreement") is to be effective as of the 2nd day of
April  2002,  by  and between Victor Industries, Inc., ("Company"), with offices
located  at 4810 North Wornath Road, Missoula, Montana 59804, and Barry R. Clark
("Consultant"),  an  individual,  having  his  principal  address  at 375 Walnut
Avenue,  Suite  G,  Carlsbad,  CA  92008.

For  the purposes of this Agreement, either of the above shall be referred to as
a  "Party"  and  collectively  as  the  "Parties".

The  Parties  hereby  agree  as  follows:


1.     APPOINTMENT  OF  BARRY  R.  CLARK. Company hereby appoints Consultant and
Consultant  hereby agrees to render services to Company as a Marketing and Sales
Representative.

2.     SERVICES.  During  the  term  of this Agreement, Consultant shall provide
advice  to  undertake  for and consult with the Company concerning management of
sales  and  marketing  resources,  consulting,  strategic  planning,  corporate
organization  and  structure, financial matters in connection with the operation
of  the  businesses  of  the  Company,  expansion  of services, acquisitions and
business  opportunities,  and  shall review and advise the Company regarding its
and his overall progress, needs, and condition.  Consultant agrees to provide on
a  timely  basis  the following enumerated services plus any additional services
contemplated  thereby:

          (a)     The  implementation  of  short-range and long-term strategic
                  planning to fully  develop  and  enhance  the  Company's
                  assets,  resources,  products, and services;

          (b)     The  implementation  of  a  marketing  program  to enable the
                  Company to broaden  the  markets  for its services and promote
                  the image of the Company and its  products  and  services;

          (c)     Advise  the  Company  relative  to the recruitment and
                  employment of key executives  consistent  with  the  expansion
                  of  operations of the Company; and

          (d)     The identification, evaluation, structuring, negotiating, and
                  closing of joint  ventures,  and  strategic  alliances.

2.5     TERM.  The  term  ("Term")  of  this Consulting Agreement shall be for a
period  of  four  (4)  months  commencing  on the date hereof. The contract will
automatically  be  extended  for  an  additional  three (3) months. Either party
hereto  shall  have  the right to terminate this Agreement upon thirty (30) days
prior  written  notice  to  the  other  party  after the first three (3) months.

3.     COMPENSATION.  See  Attachment  "A".

4.     CONFIDENTIALITY.  Consultant  will not disclose to any other person, firm
or  corporation,  nor  use for its own benefit, during or after the Term of this
Consulting  Agreement,  any  trade  secrets  or  other information designated as
confidential  by  Company  which  is  acquired  by  Consultant  in the course of
performing  services  hereunder.  Any  financial  advice  rendered by Consultant
pursuant to this Consulting Agreement may not be disclosed in any manner without
the  prior  written  approval  of  Company.

5.     INDEMNIFCATION.  Company, its agents or assigns hereby agree to indemnify
and  hold  Consultant  harmless  from  and  against all losses, claims, damages,
liabilities,  costs  or  expenses  (including  reasonable  attorney's  fees,
collectively the "Liabilities"), joint and several, arising from the performance
of  this  Consulting  Agreement,  whether  or  not  Consultant  is party to such
dispute.  This  indemnity  shall  not  apply,  however,  and  Consultant  shall
indemnify and hold Company, its affiliates, control persons, officers, employees
and agents harmless from and against all liabilities, where a court of competent
jurisdiction  has  made  a  final determination that Consultant engaged in gross
recklessness  and  willful  misconduct  in  the  performance  of  its  services
hereunder.

6.     INDEPENDENT  CONTRACTOR.  Consultant  and Company hereby acknowledge that
Consultant  is  an independent contractor.  Consultant shall not hold itself out
as,  nor  shall  it  take any action from which others might infer that it is an
agent  of  or  a  joint  venture  of  Company.

7.     MISCELLANEOUS.  This  Consulting  Agreement  sets  forth  the  entire
understanding  of  the  Parties  relating  to  the  subject  matter  hereof, and
supersedes  and  cancels any prior communications, understandings and agreements
between  the  Parties.  This Consulting Agreement is non-exclusive and cannot be
modified  or changed, nor can any of its provisions be waived, except by written
agreement signed by all Parties.  This Consulting Agreement shall be governed by
the  laws  of  the  State of California without reference to the conflict of law
principles  thereof.  In  the  event  of  any  dispute  as  to the Terms of this
Consulting  Agreement,  the prevailing Party in any litigation shall be entitled
to  reasonable  attorney's  fees.

8.     NOTICES.  Any  notice  required  or permitted hereunder shall be given in
writing  (unless  otherwise  specified  herein)  and shall be deemed effectively
given  upon personal delivery or seven business days after deposit in the United
States  Postal  Service,  by  (a)  advance  copy  by fax, (b) mailing by express
courier or registered or certified mail with postage and fees prepaid, addressed
to  each  of the other Parties thereunto entitled at the following addresses, or
at  such  other  addresses  as a Party may designate by ten days advance written
notice  to each of the other Parties at the addresses above and to the attention
of  the  persons  that  have  signed  below.

Please  confirm  that  the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at  your  earliest  convenience.

All  Parties  signing  below  do  so  with  full  authority:

PARTY  RECEIVING  SERVICES:                    PARTY  PROVIDING  SERVICES:

VICTOR  INDUSTRIES,  INC                       BARRY  R.  CLARK, AN INDIVIDUAL


/s/  Penny  Sperry                             /s/  Barry  Clark
------------------                             -----------------
Penny  Sperry                                  Barry  R.  Clark,  an  individual


                                 ATTACHMENT "A"
                                 --------------


PAYMENT  FOR  SERVICES:


A.     For the services rendered and performed by Barry R. Clark during the term
of  this  Agreement,  Company  shall,  upon acceptance of this Agreement: Pay to
Barry  R.  Clark  five  million  five  hundred thousand (5,500,000) free-trading
shares  of  VICI  stock  for  four  (4)  months  of  service.



Accepted  with  full  authority:


Victor  Industries,  Inc.


By:  /s/  Penny  Sperry
     ------------------
      Penny  Sperry