CONSULTING AGREEMENT

                                                                    EXHIBIT 10.1

                                 CONSULTING AGREEMENT

     This Consulting Agreement dated September 20, 1999 ("Agreement") is by and
between, XXXXXX INDUSTRIES, INC., a Nevada corporation ("Company") and XXXXXX X.
XXXXXXXXX, P.C., an individual ("Consultant").

                                 W I T N E S S E T H:

     WHEREAS, Consultant desires to provide certain consulting services to the
Company; and

     WHEREAS, the Company and Consultant desire to set forth in writing the
terms and conditions of their agreement;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained, the parties hereto agree as
follows::

     1.  Engagement.  Subject to the terms and provisions of this Agreement, the
Company hereby affirms the engagement of Consultant, as an independent
contractor, to provide general legal services.

     2.  Compensation.  For certain services performed by Consultant for the
Company, the Company will issue to Consultant 10,000 shares of common stock of
the Company pursuant to a S-8 Registration Statement.

     3.  Status Reports.  At the Company's written request, Consultant shall
prepare and submit to the Company a written status report describing the status
of any sales of the Company Common Stock sold hereby.

     4.  Term.  The term of this Agreement shall commence on the date herein and
shall continue in full force and effect for a period of six months.

     5.  Miscellaneous.

          (a) Assignment.  All of the terms, provisions and conditions of this
     Agreement shall be binding upon and shall inure to the benefit of and be
     enforceable by the parties hereto and their respective successors and
     permitted assigns.  This Agreement shall not be assigned or transferred by
     either party, nor shall any interest herein be assigned, transferred,
     pledged or hypothecated by either party without the prior written consent
     of the other party.

          (b) Applicable Law.  This Agreement shall be construed in accordance
     with and governed by the laws of the State of Texas.


          (c) Entire Agreement, Amendments and Waivers.  This Agreement
     constitutes the entire agreement of the parties hereto and expressly
     supersedes all prior and contemporaneous understandings and commitments,
     whether written or oral, with respect to the subject matter hereof.  No
     variations, modifications, changes or extensions of this Agreement or any
     other terms hereof shall be binding upon any party hereto unless set forth
     in a document duly executed by such party or an authorized agent or such
     party.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.

                              XXXXXX INDUSTRIES, INC.

                              By________________________________________
                              Name______________________________________
                              Title_____________________________________


                              XXXXXX X. XXXXXXXXX


                              ___________________________________________