EXHIBIT 10.1



                            CONSULTING AGREEMENT

         This Consulting Agreement (the "Agreement") is entered into this 13th
day of August 2001 is by and amongst DUCT Construction Utility & Technologies,
Inc. (the "Company") and Jeffrey Klein (The "Consultant").

         WHEREAS, Consultant is skilled in providing legal
services, and has provided legal services to the Company in
the past; and

         WHEREAS, the Company desires to continue to engage Consultant to
continue to provide legal services and the Consultant is expected to be called
upon to handle a variety of corporate matters relating to the operation of the
Company, drafting agreements and regulatory compliance;

         NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.

         1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non- exclusive basis pursuant to the terms and
conditions of this Consulting Agreement for a term commencing on execution of
this Agreement and terminating October 31, 2001.

         2. Consultant shall review and consult with management on proposed
contractual agreements presented to the Company during the term of this
Agreement. Consultant will be available on an "As Needed" basis as to the
structure and operations of any of its subsidiaries. Consultant shall prepare
required quarterly reports with the Securities and Exchange Commission.
Consultant shall not be required to prepare or file any type of registration
statement as part of this Agreement.

         3.  In consideration of the services to be provided,






Consultant shall receive a fee equal to 40,000 shares of the Company's common
stock.

         4.  The Company will register these shares pursuant to
a registration statement on Form S-8.

         5. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or delivered
when deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may be designated
by either party in writing.

          6. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of Florida. By entering into this Agreement, the parties agree
to the jurisdiction of the Florida courts with venue in Palm Beach, County
Florida. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's fees.

          7. This Agreement may be executed in any number of counterparts, each
of which when so executed an delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.









                  IN WITNESS WHEREOF, the parties hereto have subscribed their
hands an seals the day and year first above written.

CONSULTANT:                                COMPANY:

                                           DUCT CONSTRUCTION UTILITY
                                           & TECHNOLOGIES, INC.


/s/ JEFFREY KLEIN                          BY: /s/ RANDALL DREW,
-----------------------------                  ---------------------------------
JEFFREY KLEIN                              RANDALL DREW, CEO