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                                                                   EXHIBIT 10.5


                             SECURED PROMISSORY NOTE


U.S. $ (Amount in figures)                                                (Date)

         FOR VALUE RECEIVED, the undersigned, (Employee/Spouse) ("Maker"or
"Makers"), promises or promise to pay to the order of (Employer company) a
(Jurisdiction) corporation ("Payee"), at the principal office of Payee or at
such other place as Payee may designate in writing to Maker(s), the principal
sum of (Amount in words) U.S. Dollars (U.S. $ (Amount in figures)), without
interest. Except as otherwise provided herein, the entire principal amount of
this Note shall be payable on (Date).

         Notwithstanding the due date specified above, upon the termination of
employee Maker's employment with Payee and/or its affiliates for any reason
whatsoever (at Payee's option, in the case of termination because of retirement
or disability, or automatically, in the case of termination for any other
reason) the entire unpaid principal balance shall become due and payable thirty
(30) days following the date of such termination. If Maker or Makers should make
an assignment for the benefit of creditors, or institute or have instituted
against him, her or them any insolvency or bankruptcy proceedings, this Note
shall become immediately due and payable, without any action on the part of the
holder.

         Maker(s) hereby waives presentment, demand, notice of nonpayment,
protest, notice of protest, notice of dishonor, bringing of suit and diligence
in taking any action to collect the amount due hereunder. If a default occurs
hereunder or if this Note is not paid when due, and this Note is placed in the
hands of an attorney for collection, and/or suit is filed hereon, and as often
as any of such events occur, Maker(s) will to pay, in addition to the unpaid
principal, all reasonable collection costs, including without limitation the
holder's reasonable attorneys' fees and expenses incurred in connection with
such collection activities and/or suit.

         In order to secure the obligations of Maker(s) hereunder, each of the
undersigned hereby pledges and grants to Payee a security interest in and to (a)
(Number of shares) shares of common stock of Willbros Group, Inc. ("Willbros"),
represented by stock certificate number (Number of stock certificate) (the
"Pledged Shares"), physical possession of which has been delivered to Payee,
irrevocably authorizing Payee to arrange for the transfer of the Pledged Shares
on the books of Willbros, in the name and for the benefit of Payee upon the
occurrence and continuation of any event of default by Maker(s) in accordance
with the terms of this Note; and (b) all proceeds from the sale, exchange or
disposition of the Pledged Shares. This pledge of the Pledged Shares shall
remain in effect until, and shall automatically terminate without any action on
the part of any person upon, the discharge of all obligations of Maker(s) to pay
money hereunder.



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         Prior to any foreclosure against the Pledged Shares pursuant to this
Note, Maker(s) shall be entitled to exercise all rights and incidents of
ownership with respect to the Pledged Shares, including without limitation, the
right to:

         (a)  Vote the Pledged Shares in the sole discretion of Maker(s);

         (b)  Receive all dividends payable with respect to the Pledged Shares;
              provided, however, that all stock issuable upon any dividend,
              split, revision or reclassification on or of the Pledged Shares,
              or any part thereof or as shall be received in exchange for the
              Pledged Shares as a result of a merger, consolidation or other
              corporate reorganization, shall be transferred directly to Payee
              and held by Payee as additional collateral under the terms of this
              Note; and

         (c)  Exercise all other rights afforded a stockholder of Willbros under
              applicable law.

         Upon the occurrence of any default in the payment of principal
hereunder or in the event this Note is accelerated as a result of any
assignment, insolvency or bankruptcy of Maker or Makers, Payee shall be entitled
to exercise all rights of foreclosure upon the Pledged Shares (and the proceeds
therefrom) under applicable law and equity. Such powers shall include, without
limitation, the full power and authority of Payee, to the extent not prohibited
by applicable law, to transfer to Payee or its assignee the Pledged Shares
without foreclosure, auction or sale and thereafter exercise all rights incident
to ownership of the Pledged Shares as referred to in subparagraphs (a), (b) and
(c) in the preceding paragraph. In the event of such transfer, Payee shall
credit against amounts owed by Maker(s) hereunder, with respect to the Pledged
Shares, an amount equal to the fair market value of the Pledged Shares on the
date of such transfer, less the amount of reasonable attorney fees and other
costs incurred by Payee in transferring the Pledged Shares.

         It is further agreed that, upon any transfer of this Note, the holder
may deliver the Pledged Shares or any part thereof to the transferee, who shall
thereupon become vested with all the powers and rights hereinabove given to
Payee in respect of this Note and the Pledged Shares.

         It is hereby represented and warranted to Payee by Maker(s) as follows:
(a) Maker(s) has or have good and marketable title to the Pledged Shares, free
and clear of any and all liens, claims and encumbrances (except the pledge and
security interest granted herein); (b) Maker(s) has or have full right and
authority to execute and deliver and perform the obligations of Maker(s) under
this Note and to pledge and grant a security interest in the Pledged Shares
hereunder; and (c) this Note is binding and enforceable against Maker(s) in
accordance with its terms.

         The outstanding principal balance of this Note may be prepaid in whole
or in part at any time without penalty or premium whatsoever.


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         In the event that any clause or provision of this Note is determined to
be invalid or unenforceable for any reason, this Note shall continue to be
enforceable to the maximum extent permitted by applicable law; and in
particular, if any remedy is determined to be in excess of that permitted by
applicable law, the excessive remedy shall be reduced to the maximum enforceable
level and, as so reduced and modified, this Note shall be enforced to the
maximum extent permitted by applicable law.



                                      "Maker(s)"


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                                      Name:
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                                      Name:
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