EXHIBIT 10.3

                              CONSULTING AGREEMENT

         This Consulting Agreement (the "Agreement") is entered into this 20th
day of August 2001 is by and amongst DUCT Utility Construction & Technologies,
Inc. (the "Company") and Scott Sheppard (The "Consultant").

         WHEREAS, Consultant is skilled in financial matters, marketing,
strategic planning and management consulting; and

         WHEREAS, the Company desires to engage the Consultant to assist the
Company in its efforts to improve operational efficiencies, assist with
marketing efforts, develop a strategic plan of operations and assist in
streamlining accounting operations;

         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.

         2. Consultant shall provide the Company with ongoing consulting
services in the area of accounting, marketing, strategic planning and
organizational efficiencies. Consultant shall meet with the Company's Officers
and Board of Directors and report upon his endeavors. Consultant shall provide
these services on as needed basis but in no event less frequently than at least
three days per week unless advised to the contrary by the Company. Said services
to be provided either at the Company's principal place of business or at the
business address of the Consultant depending upon the nature and type of
services provided.







         3. In order to assist Consultant with his duties, the Company will
provide Consultant with such information, as may be required by Consultant.
Company will make available to Consultant copies of all reports filed with the
Securities and Exchange Commission, copies of financial reports and projections,
strategic plans and such other reports as may be necessary in order for
Consultant to carry out Consultant's responsibilities.

         4. This Agreement shall be for a term commencing on the date of
execution by the last signatory and continuing until December 31, 2001.

         5. In consideration of the services to be provided, Consultant shall
receive a fee equal to 70,000 shares of the Company's common stock.

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

         7. During the term of this Agreement, each party may have access to
trade secrets, know how, formulae, customer and price lists all of which are
valuable, special, proprietary and unique assets of each. The parties agree that
all knowledge and information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary capacity for the sole
benefit of the other party, its successors and assigns, and each agrees not to
publish or divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential information acquired during
their term of this Agreement.

         At the termination of this Agreement, or at any other time either party
may request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly or
indirectly, to any confidential information made






or compiled by, or delivered or made available to or otherwise obtained by the
respective parties. However, the foregoing provision shall not prohibit
Consultant from engaging in any work at any time following his termination of
this Agreement which does not conflict with the terms of this Agreement.

         8. This Agreement may be terminated for "Proper Cause" prior to
expiration of its stated term in the sole and absolute discretion of either
party. As used in the Agreement "Proper Cause" shall be limited to:

         Conviction of Civil or Criminal Fraud or a Felony. Such termination
shall not prejudice any other remedy to which either party may be entitled
either at law, in equity or under this Agreement.

         9. 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.

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

         11. 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.




         12. Nothing contained herein shall be construed as creating a joint
venture or partnership arrangement between Consultant and the Company.

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


CONSULTANT:                        COMPANY:
                               DUCT Utility Construction &
                                    Technologies, Inc.

/s/Scott Sheppard              /s/Randall Drew
------------------             ---------------------
Scott Sheppard                 By: Randall Drew, CEO