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                                                                    EXHIBIT 10.1

Consulting Agreement                                       Strictly Confidential
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CONSULTING AGREEMENT       This Consulting Agreement (the "Consulting
                           Agreement") was made as of April 12, 2002, by and
                           between Robert A. Wilson ("Consultant") and AquaPro
                           Corporation (the "Company").

WITNESSETH                 WHEREAS, the Company engages in the business of
                           owning and managing catfish aquaculture farms
                           (Aquaculture) directly and through its two
                           wholly-owned subsidiaries, American Fisheries
                           Corporation and Circle Creek Aquaculture, Inc. and
                           grows channel catfish for ultimate sale and
                           processing and desires to expand its business by
                           seeking acquisitions of other businesses; and

                           WHEREAS, the Company requires and will continue to
                           require consulting services relating management,
                           strategic planning and marketing in connection with
                           its business; and

                           WHEREAS, Consultant can provide the Company with
                           strategic planning and marketing consulting services
                           and its desirous of performing such services for the
                           Company; and

                           WHEREAS, the Company wishes to induce Consultant to
                           provide these consulting services to the Company,

                           NOW THEREFORE, in consideration of the mutual
                           covenants hereinafter stated it is agreed as follows:

                           1.  APPOINTMENT

                               The Company hereby engages Consultant and
                               Consultant agrees to render services to the
                               Company as a consultant upon the terms and
                               conditions hereinafter set forth.

                           2.  TERM

                               The term of this Consulting Agreement began as
                               of the date of this Agreement, and shall
                               terminate on April 12, 2003, unless earlier
                               terminated in accordance with paragraph (7)
                               herein or extended as agreed to between the
                               parties.

                           3.  NEEDS

                               The Company is presently seeking a
                               recapitalization of its capital structure
                               including debt and equity. The Company is
                               determining how best to raises $25 million for
                               mergers and acquisitions, repayment of
                               outstanding debt and working capital.

                           4.  SERVICES

                               During the term of this Agreement, Consultant
                               shall provide advice to undertake for and
                               consult with the Company concerning management,
                               marketing, 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 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 development of a written plan and
                                    implementation of short-range and long-term
                                    strategic planning to fully develop and
                                    enhance the Company's assets, resources,
                                    products and services:

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Consulting Agreement                                       Strictly Confidential
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(b) The implementation of marketing program to enable the Company to broaden
    the markets for tis 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;
(d) The identification, evaluation, structuring, negotiating and closing of
    joint ventures, strategic alliances, business acquisitions and advice with
    regard to the ongoing managing and operating of such acquisitions upon
    consummation thereof; and
(e) Advice and recommendations regarding corporate financing including the
    structure, terms and content of bank loans, institutional loans, private
    debt funding, mezzanine financing, blind pool financing and other preferred
    and common stock equity private public offering.

4.  DUTIES OF THE COMPANY

    The Company shall provide Consultant, on a regular and timely basis, with
    all approved data and information about it, its subsidiaries, its
    management, its products and services and its operations as shall be
    reasonably requested by Consultant, and shall advise Consultant of any facts
    which would affect the accuracy of any data and information previously
    suppled pursuant to this paragraph. The Company shall promptly supply
    Consultant with full and complete copies of all financial reports, all
    filings with all federal and state securities agencies, with full and
    complete copies of all stockholder reports; with all data and information
    supplied by any financial analyst, and with all brochures or other sales
    materials relating to its products or services.

5.  COMPENSATION

    The Company will immediately grant Consultant or his designee an amount of
    500,000 shares of common stock of the Company. The Common Stock will be
    registered at consultant's requests under form S-8 at any time after issue.

6.  REPRESENTATION AND INDEMNIFICATION

    The Company shall be deemed to have been made a continuing representation of
    the accuracy of any and all facts, material information and data which it
    supplies to Consultant and acknowledges its awareness that Consultant will
    rely on such continuing representation in disseminating such information and
    otherwise performing its advisory functions. Consultant in the absence of
    notice in writing from the Company, will rely on the continuing accuracy of
    material, information and data supplied by the Company. Consultant
    represents that he has knowledge of and is experienced in providing the
    aforementioned services.

7.  MISCELLANEOUS

    (a) Termination: This Agreement shall be terminated immediately upon
        written notice for material breach of this Agreement.
    (b) Modification: This Consulting Agreement sets forth the entire
        understanding of the Parties with respect to the subject matter thereof.
        This Consulting Agreement may be amended only in writing signed by both
        Parties.
    (c) Notices: Any notice required or permitted to be given hereunder shall
        be in writing and shall be mailed or otherwise delivered in person or by
        facsimile transmission at the address of such Party set forth above or
        to such other address or facsimile telephone number as the Party shall
        have furnished in writing to the other Party.
    (d) Waiver: Any waiver by either Party of a breach of any provision of this
        Consulting Agreement shall not operate as or be construed to be a waiver
        of

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Consulting Agreement                                    Strictly Confidential
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                               any other breach of that provision or of any
                               breach of any other provision of this Consulting
                               Agreement. The failure of a Party to insist upon
                               strict adherence to any term of this Consulting
                               Agreement on one or more occasions will not be
                               considered a waiver or deprive that Party of the
                               right thereafter to insist upon adherence to that
                               term of any other term of this Consulting
                               Agreement

                           (e) Assignment: The Options under this Agreement
                               are assignable at the discretion of the
                               Consultant.

                           (f) Severability: If any provision of this
                               Consulting Agreement is invalid, illegal, or
                               unenforceable, the balance of this Consulting
                               Agreement shall remain in effect, and if any
                               provision is inapplicable to any person or
                               circumstance, it shall nevertheless remain
                               applicable to all other persons and
                               circumstances.

                           (g) Disagreements: Any dispute or other
                               disagreement arising from or out of this
                               Consulting Agreement shall be submitted to
                               arbitration under the rules of the American
                               Arbitration Association and the decision of the
                               arbiter(s) shall be enforceable in any court
                               having jurisdiction thereof. Arbitration shall
                               occur only in Southampton, NY. The interpretation
                               and the enforcement of this Agreement shall be
                               governed by New York Law as applied to residents
                               of the State of New York relating to contracts
                               executed in and to be performed solely within the
                               State of New York. In the event any dispute is
                               arbitrated, the prevailing Party (as determined
                               by the arbiter(s)) shall be entitled to recover
                               that Party's reasonable attorney's fees incurred
                               (as determined by the arbiter(s)).




IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties
as of the date first above written.






AquaPro Corporation                                   CONSULTANT



/s/ George Hastings, Jr.                              /s/ Robert A. Wilson
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George Hastings, Jr., Chairman/CEO/President          Robert A. Wilson









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