Exhibit 10.2






                          THIS AGREEMENT MADE AS OF THE
                                 Day of May 2001

BETWEEN:

Bill Trawick, the vendor having an office located at 86 -600 Avenues 54
Coachella, CA 92236 (hereinafter referred to as "the Vendor")

                                       and

Southern States Power Company, Inc., a company duly incorporated pursuant to the
laws of the State of Delaware and having an office located at 3400 Inland Empire
Blvd., Suite 101, Ontario, CA 91764 (hereinafter referred to as "SSPC")

WHEREAS SSPC is desirous of THE VENDOR performing certain tasks on its behalf as
more specifically stated in the Appendices attached hereto.

AND WHEREAS THE VENDOR has reviewed the attached Appendix and is desirous of
performing the stated tasks for SSPC.

AND WHEREAS THE VENDOR has secured the services and has agreements of other
third party's which has obligations to SSPC under this agreement.

AND WHEREAS both parties hereto have agreed each with the other that THE VENDOR
will perform the tasks stated in the attached Appendix upon the terms and
conditions hereinafter recited.

IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES THAT:

1.   The Appendices attached hereto and marked as Appendix A is an integral part
     of this Agreement and the duties therein stated are binding upon the
     parties hereto.

2.   Upon execution of this Agreement THE VENDOR shall immediately commence:
     1 Consult on Developing and implementing a site construction plan in
     accordance with the provisions of Appendix A;

3.   The term of this Agreement shall be Six (6) MONTH from the date of
     execution hereof.

4.   SSPC hereby grants THE VENDOR the right to assign any or all of its
     obligations incurred hereunder to any entity which is an affiliate of THE
     VENDOR and by this Agreement does hereby consent to any said Assignment
     upon THE VENDOR advising SSPC of said assignment in writing to SSPC's
     address for service noted herein and that subsequent to said assignment
     SSPC's relationship with THE VENDOR is severed in its entirety provided
     however that SSPC is in no manner responsible for any further costs or
     expenses to said affiliate save and except for those said costs noted in
     this Agreement which have not been paid to THE VENDOR.

5.   Any reference in this Agreement or the Appendices to "THE VENDOR" shall
     include Bill Trawick, his agents, assigns, successors, employees or any
     person acting on their behalf.

6.   SSPC acknowledges that THE VENDOR in performing the services noted in the
     attached Appendix is relying exclusively upon the information provided it
     by SSPC and therefore notwithstanding anything to the contrary herein
     contained SSPC acknowledges that it is solely responsible for the
     truthfulness of the information provided to THE VENDOR and therefore
     completely, wholly and without reservation indemnifies and saves THE
     VENDOR, its Officers, Directors, Agents, Employees or Assigns from any and
     all liability respecting the performance of THE VENDOR duties herein
     including but not restricted to any and all legal fees incurred.

7.   Not to restrict the foregone paragraph 5 SSPC further acknowledges that it
     has an exclusive duty to review any and all information prepared by THE
     VENDOR and therefore any and all errors and/or omissions contained in any
     of the services provided SSPC by THE VENDOR are hereby waived in their
     entirety and SSPC agrees to be totally and without reservation responsible
     for same should they occur and waives any action it can or may have against
     THE VENDOR, its Agents, Employees, Directors, Officers or Assigns for any
     damage or loss occasioned as a result of any said error and or omission and
     further should any damage be occasioned to any third party as a result of
     any said error or omission that SSPC fully and completely indemnifies THE
     VENDOR, its Directors, Officers, Employees, Agents or Assigns for any and
     all said damages including but not restricted to legal fees incurred.

8.   THE VENDOR shall have the right hereunder to conduct any investigation of
     SSPC or the SSPC products as it deems necessary in order for it to be
     assured that SSPC is following the term and the spirit of this Agreement
     and in the event that THE VENDOR in the course of its investigation forms
     the reasonable belief that SSPC is or may not be able to fulfill it's
     obligations hereunder (such as not having sufficient inventory available to
     satisfy consumer needs or is conducting it's business affairs in a manner
     not consistent with the standards and ethics of typical business'
     conducting business) then and in that event the cost of the investigation
     shall be borne by SSPC and THE VENDOR shall , at it's sole option, be
     entitled to forthwith terminate this Agreement without Notice or Penalty.

9.   This Agreement shall be governed by the laws of the State of Florida and
     any court proceedings commenced hereunder shall be commenced and concluded
     at the venue of THE VENDOR's direction within the State of Florida and that
     should any legal action be commenced by SSPC against THE VENDOR that SSPC
     shall provide THE VENDOR with FOURTEEN (14) DAYS Written Notice to THE
     VENDOR to select a venue within the State of Florida to commence its action
     and should THE VENDOR refuse or neglect to advise SSPC of said venue within
     the time period noted herein then and in that event SSPC shall be at
     liberty to select its own venue within the State of Florida.

10.  THE VENDOR's address for service hereunder shall be in care 86-600 Avenues
     54 Coachella, CA 92236.

11.  SSPC's address for service hereunder shall be 3400 Inland Empire Blvd.,
     Suite 101, Ontario, CA 91764.

12.  Should any provision of this Agreement be ruled invalid, unenforceable or
     illegal then and in that event the offending provision shall be struck here
     from and be of no further force and effect but that the remainder of this
     Agreement shall remain in full force and effect.

13.  In consideration of THE VENDOR performing the services noted in the
     attached Appendices A, SSPC shall pay to Bill Trawick the greater in value
     of Five Hundred Thousand (500,000) Shares by way of SSPC Common Stock or
     Forty Thousand Dollars ($40,000) through SSPC's S-8 Registration Statement
     with the Security and Exchange Commission said shares to be deposited with
     Bill Trawick prior to any services contracted to be provided for SSPC by
     THE VENDOR being released to SSPC and in any event on or before May 30,
     2001.

14.  The parties acknowledge each to the other that this Agreement has been
     approved by the SSPC Board of Directors and is a binding Agreement on both
     parties as evidenced by the execution hereof by an authorized signatory of
     each party.


Bill Trawick

/s/ Bill Trawick
------------------------------
Authorized Signatory


Southern States Power Co, Inc.
Per: Lawrence Taggert, Vice-President

/s/ Lawrence Taggert
-------------------------------
Authorized Signatory






                                   Appendix A

                   Details of the Construction Consulting plan

The Vendor will construct a plan outlining the following:

        o   An analysis of Engineering-Procurement-Construction Management
            (EPCM);
        o   A Location Analysis for further BioDiesel plants outside the
            Coachella Valley facility;
        o   An analysis of all technical specifications for the "BioDiesel"
            plant, process, and system requirements, but also attain operational
            performance, and competitive advantage objectives.
        o   Assist in the Construction management of a facility for "BioDiesel"
            with attention to safety, cost, scheduling and quality including
            coordination with other contractors;
        o   Outline and assist to implement a phased execution program for the
            construction of a "BioDiesel" plant
        o   Outline and assist to implement Environmental Services, that will
            adapt to, comply with, and exploit regulatory requirements; and
        o   Further assist and consult with SSPC's management on the development
            and construction of  "BioDiesel" facilities.