Exhibit 4.1     Advisory and Consulting Agreements


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

     4.1(a)   Barry R. Clark              1,500,000

     4.1(b)   Mark L. Baum                3,062,500

     4.1(c)   Owen M. Naccarato           625,000

     4.1(d)   Paul Kessler                2,250,000




                                        8
<PAGE>
Exhibit 4.1(a)

                              CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as
of this October 17, 2001 by and between Barry R. Clark (hereinafter referred to
as "Consultant"), an individual, having his principle address at 4182 H. Mount
Alifan Place, San Diego, California 92111 and Victor Industries (hereinafter
referred to as the "Company") with offices at 4810 North Wornath Road, Missoula,
Montana 59804.

                                   WITNESSETH

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

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

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

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 180 days hence, unless terminated or extended in
accordance with a valid provision contained herein, or unless extended by a
subsequent agreement between the parties.

     3.     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, mergers and acquisitions and other
business opportunities.  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)    The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, mergers and acquisitions and
advice with regard to the ongoing managing and operating of such acquisitions
upon consummation thereof; and

          (d)    Advice and recommendations regarding corporate financing


                                        9
<PAGE>
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 or public financing.

     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 supplied pursuant to this
paragraph.  The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; 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.
            ------------

     Upon the execution of this Agreement, Company agrees to pay Consultant the
following as consideration for the services rendered under this Agreement:

          (a) Stock Purchase. Consultant shall receive 1,500,000 shares of the
              --------------
Company's common stock. Consultant's rights regarding these shares shall vest
immediately upon execution of this Agreement and receipt of the stock purchase
amount by the Company.

          (b) Within 3 days of the effectiveness of an S-8 Registration
Statement (to be filed as so stated in Section 5(c) below), the Company shall
execute a written request to its transfer agent to prepare and deliver to
Consultant, or it's agent, a common stock certificate for 1,500,000 freely
tradable, non-legend, shares of the Company's common stock.

          (c) The Compensation outlined in Section 5(a) above shall be conveyed
through an effective S-8 registration of common shares to be filed within 10
days of the execution of this Agreement.

     5.5     COSTS AND EXPENSES
             ------------------

          (a)     Miscellaneous Costs.
                  -------------------

          Subject to the prior approval of the Company, Consultant in providing
the foregoing services, shall not be responsible for any out-of-pocket costs,
including, without limitation, travel, lodging, telephone, postage and Federal
Express charges. Consultant shall provide the Company with a detailed accounting
of monthly expenses related to the Agreement. Payment for these expenses shall
be made to Consultant within 15 days after submission to the Company.

     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.
            -------------

     Termination:  Subsequent to and no less than 30 days after the execution of
     -----------
this Agreement, this Agreement may be terminated by either Party upon written
notice to the other Party for any reason and shall be effective five (5)
business days from the date of such notice.  Termination of this Agreement shall


                                       10
<PAGE>
cause Consultant to cease providing services under this Agreement; however,
termination for any reason whatever, shall not decrease or eliminate the
compensatory obligations of the Company as outlined in Section 5 of this
Agreement.

     Modification: This Consulting Agreement sets forth the entire understanding
     ------------
of the Parties with respect to the subject matter hereof. This Consulting
Agreement may be amended only in writing signed by both Parties.

     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.

     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 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.

     Assignment:  The Options under this Agreement are assignable at the
     ----------
discretion of the Consultant.

     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.

     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 San Diego, CA. The interpretation and the enforcement of this Agreement
shall be governed by California Law as applied to residents of the State of
California relating to contracts executed in and to be performed solely within
the State of California. 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)).

                                 SIGNATURE PAGE

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

Victor Industries, Inc.                        CONSULTANT


/s/  Penny Sperry                              /s/  Barry Clark
------------------------------                 ----------------------------
Penny Sperry,                                  Barry Clark
CEO and Treasurer



                                       11
<PAGE>
4.1(b)

                              CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as
of this October 17, 2001 by and between Mark L. Baum (hereinafter referred to as
"Consultant"), an individual, having his principle address at 3202 Fondren Road,
Houston, Texas 77063 and Victor Industries (hereinafter referred to as the
"Company") with offices at 4810 North Wornath Road, Missoula, Montana 59804.

                                   WITNESSETH

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

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

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

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 150 days hence, unless terminated or extended in
accordance with a valid provision contained herein, or unless extended by a
subsequent agreement between the parties.

     3.     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, intellectual property consulting, strategic planning,
corporate organization and structure, financial matters in connection with the
operation of the businesses of the Company, expansion of services, mergers and
acquisitions and other business opportunities.  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)     The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, mergers and acquisitions and
advice with regard to the ongoing managing and operating of such acquisitions
upon consummation thereof;

          (d)     Advice and recommendations regarding corporate financing


                                       12
<PAGE>
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 or public financing; and

          (e)     Completion of an S-8 Registration Statement to be filed with
the Securities Exchange Commission (the "SEC") for the Company's common shares
to be used as compensation for this and other advisory and consulting
agreements.

     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 supplied pursuant to this
paragraph.  The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; 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.
            ------------

     Upon the execution of this Agreement, Company agrees to pay Consultant the
following as consideration for the services rendered under this Agreement:

          (a) Option Shares. Consultant shall have the right to purchase
              -------------
1,500,000 shares of Victor Industries common shares at an exercise price of USD
$.04 per share. Consultant's rights regarding these shares shall vest
immediately upon execution of this Agreement.

          (b) Non-Option Shares. Within 3 days of the effectiveness of the S-8
              -----------------
Registration Statement (referenced in Section 3(e) above), the Company shall
execute a written request to its transfer agent to prepare and deliver to
Consultant, or it's agent, two common stock certificates: one, for 1,500,000
shares of freely tradable, non-legend, Victor Industries Incorporated equity;
and the second, for 62,500 shares of freely tradable, non-legend, Victor
Industries Incorporated equity.

          (c) The Compensation outlined in Section 5(a-b) above shall be
conveyed through an effective S-8 registration of common shares (as referenced
in Section 3(e) above) to be filed within 10 days of the execution of this
Agreement.

     5.6  COSTS AND EXPENSES
          ------------------

          (a)  Miscellaneous Costs.
               -------------------

          Subject to the prior approval of the Company, Consultant in providing
the foregoing services, shall not be responsible for any out-of-pocket costs,
including, without limitation, travel, lodging, telephone, postage and Federal
Express charges. Consultant shall provide the Company with a detailed accounting
of monthly expenses related to the Agreement. Payment for these expenses shall
be made to Consultant within 15 days after submission to the Company.

     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.


                                       13
<PAGE>
     7.     MISCELLANEOUS.
            -------------

     Termination:  Subsequent to and no less than 30 days after the execution of
     -----------
this Agreement, this Agreement may be terminated by either Party upon written
notice to the other Party for any reason and shall be effective five (5)
business days from the date of such notice.  Termination of this Agreement shall
cause Consultant to cease providing services under this Agreement; however,
termination for any reason whatever, shall not decrease or eliminate the
compensatory obligations of the Company as outlines in Section 5 of this
Agreement.

     Modification: This Consulting Agreement sets forth the entire understanding
     ------------
of the Parties with respect to the subject matter hereof.  This Consulting
Agreement may be amended only in writing signed by both Parties.

     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.

     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 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.

     Assignment:  The Options under this Agreement are assignable at the
     ----------
discretion of the Consultant.

     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.

     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 San Diego, CA. The interpretation and the enforcement of this
Agreement shall be governed by California Law as applied to residents of the
State of California relating to contracts executed in and to be performed solely
within the State of California. 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)).

                                 SIGNATURE PAGE

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

Victor Industries, Inc.                        CONSULTANT


/s/  Penny Sperry                              /s/  Mark L. Baum
------------------------------                 ------------------------------
Penny Sperry,                                  Mark L. Baum
CEO and Treasurer



                                       14
<PAGE>
4.1(c)


                              CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as
of this October 17, 2001 by and between Owen M. Nacarrato (hereinafter referred
to as "Consultant"), an individual, having his principle address at 19600
Fairchild, Suite 260, Irvine, California 92612 and Victor Industries
(hereinafter referred to as the "Company") with offices at 4810 North Wornath
Road, Missoula, Montana 59804.

                                   WITNESSETH

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

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

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

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 100 days hence, unless terminated or extended in
accordance with a valid provision contained herein, or unless extended by a
subsequent agreement between the parties.

     3.     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, mergers and acquisitions and other
business opportunities.  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)     The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, mergers and acquisitions and
advice with regard to the ongoing managing and operating of such acquisitions
upon consummation thereof; and

          (d)     Advice and recommendations regarding corporate financing


                                       15
<PAGE>
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 or public financing.

     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 supplied pursuant to this
paragraph.  The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; 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.
            ------------

     Upon the execution of this Agreement, Company agrees to pay Consultant the
following as consideration for the services rendered under this Agreement:

          (a) Stock Purchase. Consultant shall have the right to purchase
              --------------
625,000 shares of the Company's common shares at an exercise price of USD $.04
per share. Consultant's rights regarding these shares shall vest immediately
upon execution of this Agreement and receipt of the stock purchase amount by the
Company

          (b) Within 3 days of the effectiveness of the S-8 Registration
Statement, provided the above option has been exercised, the Company shall
execute a written request to its transfer agent to prepare and deliver to
Consultant, or it's agent, a common stock certificate for 625,000 freely
tradable, non-legend, shares of the Company's common stock.

          (c) The Compensation outlined in Section 5(a-b) above shall be
conveyed through an effective S-8 registration of common shares.

     5.7  COSTS AND EXPENSES
          ------------------

          (a)  Miscellaneous Costs.
               -------------------

          Subject to the prior approval of the Company, Consultant in providing
the foregoing services, shall not be responsible for any out-of-pocket costs,
including, without limitation, travel, lodging, telephone, postage and Federal
Express charges. Consultant shall provide the Company with a detailed accounting
of monthly expenses related to the Agreement. Payment for these expenses shall
be made to Consultant within 15 days after submission to the Company.

     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.
            -------------

     Termination:  Subsequent to and no less than 30 days after the execution of
     -----------
this Agreement, this Agreement may be terminated by either Party upon written
notice to the other Party for any reason and shall be effective five (5)


                                       16
<PAGE>
business days from the date of such notice.  Termination of this Agreement shall
cause Consultant to cease providing services under this Agreement; however,
termination for any reason whatever, shall not decrease or eliminate the
compensatory obligations of the Company as outlined in Section 5 of this
Agreement.

     Modification:    This Consulting Agreement sets forth the entire
     ------------
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.

     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.

     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 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.

     Assignment:  The Options under this Agreement are assignable at the
     ----------
discretion of the Consultant.

     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.

     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 San Diego, CA. The interpretation and the enforcement of this Agreement
shall be governed by California Law as applied to residents of the State of
California relating to contracts executed in and to be performed solely within
the State of California. 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)).

                                 SIGNATURE PAGE

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

Victor Industries, Inc.                      CONSULTANT


/s/  Penny Sperry                            /s/  Owen M. Naccarato
----------------------------                 ------------------------------
Penny Sperry,                                Owen M. Naccarato
CEO and Treasurer



                                       17
<PAGE>
4.1(d)

                              CONSULTING AGREEMENT

This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as
of this October 17, 2001 by and between Paul Kessler (hereinafter referred to as
"Consultant"), an individual, having his principle address at 6363 Sunset
Boulevard Fifth Floor, Hollywood, CA 90028 and Victor Industries (hereinafter
referred to as the "Company") with offices at 4810 North Wornath Road, Missoula,
Montana 59804.

                                   WITNESSETH

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

WHEREAS, Consultant is able and qualified to provide the Company with strategic
planning, marketing and financial consulting services and is desirous of
performing such services for the Company;

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

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 180 days hence, unless terminated or extended in
accordance with a valid provision contained herein, or unless extended by a
subsequent agreement between the parties.

     3.     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, mergers and acquisitions and other
business opportunities.  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)     The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, mergers and acquisitions and
advice with regard to the ongoing managing and operating of such acquisitions
upon consummation thereof;

          (d)     Advice and recommendations regarding corporate financing


                                       18
<PAGE>
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 or public financing; and

     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 supplied pursuant to this
paragraph.  The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; 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.
            ------------

     Upon the execution of this Agreement, Company agrees to pay Consultant the
following as consideration for the services rendered under this Agreement:

          (a) Stock Purchase. Consultant shall have the right to purchase
              --------------
2,250,000 shares of the Company's common shares at an exercise price of USD $.04
per share. Consultant's rights regarding these shares shall vest immediately
upon execution of this Agreement and receipt of the stock purchase amount by the
Company.

          (b) Within 3 days of the effectiveness of an S-8 Registration
Statement, provided the above option has been duly exercised, the Company shall
execute a written request to its transfer agent to prepare and deliver to
Consultant, or it's agent, a common stock certificate for 2,250,000 freely
tradable, non-legend, shares of the Company's common stock.

          (c) The Compensation outlined in Section 5(a-b) above shall be
conveyed through an effective S-8 registration of common shares.

     5.8  COSTS AND EXPENSES
          ------------------

          (a)  Miscellaneous Costs.
               -------------------

          Subject to the prior approval of the Company, Consultant in providing
the foregoing services, shall not be responsible for any out-of-pocket costs,
including, without limitation, travel, lodging, telephone, postage and Federal
Express charges. Consultant shall provide the Company with a detailed accounting
of monthly expenses related to the Agreement. Payment for these expenses shall
be made to Consultant within 15 days after submission to the Company.

     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.
            -------------

     Termination:  Subsequent to and no less than 30 days after the execution of
     -----------
this Agreement, this Agreement may be terminated by either Party upon written
notice to the other Party for any reason and shall be effective five (5)


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business days from the date of such notice.  Termination of this Agreement shall
cause Consultant to cease providing services under this Agreement; however,
termination for any reason whatever, shall not decrease or eliminate the
compensatory obligations of the Company as outlined in Section 5 of this
Agreement.

     Modification:     This Consulting Agreement sets forth the entire
     ------------
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.

     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.

     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 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.

     Assignment:  The Options under this Agreement are assignable at the
     ----------
discretion of the Consultant.

     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.

     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 San Diego, CA. The interpretation and the enforcement of this Agreement
shall be governed by California Law as applied to residents of the State of
California relating to contracts executed in and to be performed solely within
the State of California. 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)).

                                 SIGNATURE PAGE

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

Victor Industries, Inc.                      CONSULTANT


/s/  Penny Sperry                            /s/  Paul Kessler
-------------------------------              --------------------------------
Penny Sperry,                                Paul Kessler
CEO and Treasurer



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