Exhibit 10.44


                         VICTOR INDUSTRIES INCORPORATED

                     2004 CONSULTING AND LEGAL SERVICES PLAN


         1.     Purpose  of the Plan.  The  purpose of the 2004  Consulting  and
Legal  Services  Plan  ("Plan")  of  Victor  Industries  Incorporated,  an Idaho
Corporation,  ("Company") is to provide the Company with a means of compensating
selected  key  consultants  and legal  service  providers to the Company and its
subsidiaries  for their  services  rendered  with shares of Common  Stock of the
Company.

         2.     Administration  of the Plan. The Plan shall be  administered  by
the Company's Board of Directors (the "Board").

                2.1    Award or Sales of shares.  The Company's  Board shall (a)
select those consultants legal service providers to whom shares of the Company's
Common Stock shall be awarded or sold, and (b) determine the number of shares to
be awarded or sold;  the time or times at which shares shall be awarded or sold;
whether the shares to be awarded or sold will be registered  with the Securities
and Exchange Commission;  and such conditions,  rights of repurchase,  rights of
first refusal or other transfer  restrictions  as the Board may determine.  Each
award or sale of shares  under the Plan may or may not be evidenced by a written
agreement  between the  Company and the persons to whom shares of the  Company's
Common Stock are awarded or sold.

                2.2    Consideration for Shares.  Shares of the Company's Common
Stock to be  awarded  or sold  under  the  Plan  shall be  issued  for  services
rendered, having a value not less than par value thereof, as shall be determined
from time to time by the Board in its sole discretion.

                2.3    Board  Procedures.  The Board from time to time may adopt
such rules and  regulations  for carrying out the purposes of the Plan as it may
deem  proper and in the best  interests  of the  Company.  The Board  shall keep
minutes of its meetings and records of its actions. A majority of the members of
the Board shall  constitute a quorum for the  transaction of any business by the
Board.  The Board may act at any time by an  affirmative  vote of a majority  of
those  members  voting.  Such  vote  shall be taken at a meeting  (which  may be
conducted in person or by any telecommunication medium) or by written consent of
Board members without a meeting.

                2.4    Finality of Board  Action.  The Board  shall  resolve all
questions arising under the Plan. Each determination,  interpretation,  or other
action made or taken by the Board shall be final and  conclusive  and binding on
all persons, including,  without limitation, the Company, its stockholders,  the
Board and each of the members of the Board.

                2.5    Non-Liability of Board Members.  No Board member shall be
liable for any action or determination made by him in good faith with respect to
the Plan or any shares of the Company's Common Stock sold or awarded under it.





                2.6    Board Power to amend, Suspend, or Terminate the Amendment
to the Plan. The Board may, from time to time, make such changes in or additions
to the Plan as it may deem proper and in the best  interests  of the Company and
its Stockholders.  The Board may also suspend or terminate the Plan at any time,
without notice, and in its sole discretion.

         3.     Shares  Subject to the Plan. For purposes of the Plan, the Board
of Directors  is  authorized  to sell or award up to  22,000,000  shares  and/or
options of the  Company's  Common  Stock.  $.0001  par value per share  ("Common
Stock").

         4.     Participants.  All key  consultants  and qualified legal service
providers  to the Company  and any of its  subsidiaries  (sometimes  referred to
herein as  ("participants")  are eligible to  participate in the Plan. A copy of
this Plan shall be delivered to all  participants,  together  with a copy of any
Board  resolutions  authorizing the issuance of the shares and  establishing the
terms and conditions, if any, relating to the sale or award of such shares.

         5.     Rights and  Obligations  of  Participants.  The award or sale of
shares of Common stock shall be conditioned  upon the  participant  providing to
the Board a written  representation  that, at the time of such award or sale, it
is the intent of such  person(s) to acquire the shares for  investment  only and
not with a view toward  distribution.  The certificate for  unregistered  shares
issued for investment  shall be restricted by the Company as to transfer  unless
the Company  receives an opinion of counsel  satisfactory  to the Company to the
effect that such  restriction  is not necessary  under the  pertaining  law. The
providing of such  representation  and such  restriction  on transfer shall not,
however,  be required upon any person's  receipt of shares of Common Stock under
the Amendment to the Plan in the event that,  at the time of award or sale,  the
shares shall be (i) covered by an effective and current  registration  statement
under the  Securities  Act of 1933,  as amended,  and (ii) either  qualified  or
exempt from  qualification  under  applicable state securities laws. The Company
shall,  however,  under no circumstances be required to sell or issue any shares
under  the  Amendment  to the Plan if,  in the  opinion  of the  Board,  (i) the
issuance of such shares would  constitute a violation by the  participant or the
Company of any applicable law or regulation of any  governmental  authority,  or
(ii) the consent or approval of any governmental  body is necessary or desirable
as a condition of, or in connection with, the issuance of such shares.

         6.     Payment of Shares.

                (a)    The entire purchase price of shares issued under the Plan
shall be  payable in lawful  money of the  United  States of America at the time
when such shares are purchased, except as provided in subsection (b) below.

                (b)    At the  discretion  of the  Board,  Shares  may be issued
under the Plan in consideration of services rendered;  provided,  however,  that
any  issuance  of  shares  under  the Plan  shall  be in  compliance  the  Idaho
Corporation Law.

         7.     Adjustments.  If the outstanding Common Stock shall be hereafter
increased or decreased,  or changed into or exchanged for a different  number or
kind of shares or other securities of the Company or of another corporation,  by
reason  of  a  recapitalization,   reclassification,   reorganization,   merger,
consolidation,  share  exchange,  or other  business  combination  in which  the
Company is the surviving  parent  corporation,  stock  split-up,  combination of
shares, or dividend or other distribution  payable in capital stock or rights to
acquire capital stock,  appropriate adjustment shall be made by the Board in the
number and kind of shares which may be granted under the Amendment to the Plan.



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         8.     Tax  Withholding.  As a  condition  to the  purchase or award of
shares,  the participant  shall make such  arrangements as the Board may require
for the  satisfaction of any federal,  state,  local or foreign  withholding tax
obligations that may arise in connection with such purchase or award.

         9.     Terms of the Plan.

                9.1    Effective  Date.  The  Plan  shall  become  effective  on
January 5, 2004.

                9.2    Termination Date. The Plan shall terminate at Midnight on
December 31, 2004,  and no shares shall be awarded or sold after that time.  The
Plan may be suspended or  terminated at any earlier time by the Board within the
limitations set forth in Section 2.6.

         10.    Non-Exclusivity  of the Plan.  Nothing  contained in the Plan is
intended to amend,  modify,  or rescind  any  previously  approved  compensation
plans,  programs  or options  entered  into by the  Company.  This Plan shall be
construed  to be in  addition  to and  independent  of any  and all  such  other
arrangements.  The adoption of the  Amendment to the Plan by the Board shall not
be construed as creating any  limitations on the power of authority of the Board
to  adopt,  with or  without  stockholder  approval,  such  additional  or other
compensation arrangements as the Board may from time to time deem desirable.

         11.    Governing Law. The Plan and all rights and obligations  under it
shall be  construed  and  enforced in  accordance  with the laws of the state of
Idaho.




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