EXHIBIT 10.5




                       COASTAL ARUBA REFINING COMPANY N.V.
                                       and
                                PRO SQUARED, INC.

                         CONSULTING  SERVICES AGREEMENT

                             WORK REQUEST NUMBER 01
                                                ---

This Work Request Number   03 dated  October 17, 2001 is issued pursuant to, and
                          -----     -----------------
subject  to  all the terms and conditions of the Consulting   Services Agreement
EP-CS-01-538,  between  COASTAL  ARUBA  REFINING COMPANY N.V.("COMPANY") and PRO
                       --------------------------------------                ---
SQUARED,  INC. ( "CONSULTANT").
-----------------------------

I.     CONSULANT'S  SERVICES
       ---------------------

Beginning  on 17 October 2001, and to be completed (unless otherwise terminated)
              ---------------
by  17  October  2002,  CONSULANT  shall  provide  the  following  services for:
    -----------------

REVIEW  CONSTRUCTION  MANAGEMENT  ORGANIZATION  AND  MAKE  RECOMMENDATIONS  FOR
IMPROVEMENTS  BASED  FORECASTED  WORK  LOAD.

All  changes  and  change  orders  must  be  in writing and approved by COMPANY.
COMPANY  shall  not  be  liable for costs incurred without its written approval.
CONSULANT  shall  not  perform  work  not  specified  without  COMPANY'S written
authorization.

II.     COMPENSATION
        ------------


This is a  Cost Reimbursable Agreement at a cost of $100.00/PER, with minimum of
                                                     ------
four  (4) hours per day, plus travel at cost plus. Compensation shall not exceed
this  amount  without  COMPANY'S  prior  written  approval.  All  invoices shall
reference  this  Work  Request  and  AFE/Prospect  Number  (___________)

CONSULANT  shall invoice COMPANY and COMPANY shall pay CONSULANT pursuant to the
terms  of Attachment Two Milestone Payment Schedule as attached for reimbursable
expenses.

III.     REPRESENTATIVES
         ---------------

All  correspondence  shall  be  routed  through  the  following:

COMPANY'S Project Representative for technical issues, submittals, deliverables,
etc.  for  this  Work is Ernie Broussard (713)420-5594, 1001 Louisiana, Houston,
                         ------------------------------
Texas  77002.

COMPANY'S  representative  for commercial and contractual matters is Tom Gibbins
                                                                     -----------
(713)  420-4117,  1001  Louisiana,  Houston,  Texas  77002.
 --------------

CONSULANT'S representative for this Work is  Craig Crawfordwhose address is 1770
                                            ---------------
St.  James  place,  Suite  115,  Houston,  Texas  77056

IV.     OTHER  PROVISIONS
        -----------------

Work  Request  may include additional insurance requirements, letters of credit,
bonds  and  retention  as  applicable  to  the  specific  Scope  of  Work.

V.     AGREEMENT
       ---------
COMPANY  and  CONSULANT agree that this Work Request is governed by, and subject
to  all  the  terms  and  conditions  of the Miscellaneous CONSULANTING Services
Agreement  identified  above,  and  all  charges  against  same shall be made in
accordance  with  pricing  contained  in  Attachment  Two  of this Work Request.






EL  PASO  CORPORATION               PRO  SQUARED,  INC.


By:                                   By:_____________________
     Mark  Keim                          Craig  Crawford

Title: Vice  President                Title: President
Date:  ____________________           Date:____________________


<PAGE>

                                EXHIBIT "C"

                               INSURANCE - FORM C
A.     Contractor and each of its subcontractors hereunder, if any, shall at its
own  expense,  obtain  insurance  as  provided  below  from  reliable  insurance
companies  acceptable  to  Company and authorized to do business in the state or
area  in which the Work is to be performed.  Such insurance shall be in force at
the  time  the  Work  is  commenced  and shall remain in force until the Work is
accepted  as  complete  by  the Company, unless a later date is specified below.

1.     WORKERS'  COMPENSATION  INSURANCE:  Workers'  Compensation  insurance,
including  Occupational  Disease  coverage,  as  required  by  law,  including
Employers' Liability insurance for all employees of the Contractor in the amount
of $100,000 PER ACCIDENT.  Such insurance shall provide coverage in the location
in which the work is performed, the location in which the Contractor's employees
reside  and  the  location  in  which  the  Contractor  is  domiciled.
If there is an exposure of injury or illness to Contractors' employees under the
U.  S.  Longshoremen's  and  Harbor  Workers' Compensation Act, the Jones Act or
under  laws,  regulations or statutes applicable to maritime employees, coverage
shall be included for such injuries or claims and shall include a Gulf of Mexico
territorial  extension.

A)     FOR  WORK  PERFORMED  IN  THE  STATE  OF  LOUISIANA:  In  all cases where
Contractor's  employees  (defined  to  include  Contractor's  direct,  borrowed,
special,  or  statutory  employees)  are  covered  by  the  Louisiana  Worker's
Compensation  Act,  La.  R.S. 23:1021 et seq., Company and Contractor agree that
all  work  and  operations performed by Contractor and its employees pursuant to
this  Contract  are  an  integral  part  of  and are essential to the ability of
Company  to  generate Company's goods, products and services for purposes of La.
R.S. 23:1061 (A) (1).  Furthermore, Company and Contractor agree that Company is
the  principal  or  statutory employer of Contractor's employees for purposes of
La.  R.S.  23:1061  (A)  (3).  Irrespective of Company's status as the statutory
employer  or  special  employer  (as  defined  in  La.  R.S.  23:1031  ( C )) of
Contractor's  employees,  Contractor  shall remain primarily responsible for the
payment  of Louisiana Worker's Compensation benefits to its employees, and shall
not  be  entitled  to  seek  contribution  for  any  such payments from Company.
2. GENERAL LIABILITY INSURANCE:  Commercial General Liability insurance covering
all  operations  by  or  on  behalf of Contractor on an occurrence basis against
claims  for  personal  injury  (including  bodily injury and death) and property
damage  (including  loss  of  use).  Such  insurance shall provide coverage for:

     a)   Premises  and  Operations;
b)   Products  and  Completed  Operations  (which  shall  remain in effect for a
period  of  at  least  three  years  following  the  completion  date);
c)     Contractual  Liability;
d)     Broad  Form  Property  Damage  (including  Completed  Operations);
e)     Explosion  (X),  Collapse  (C) and Underground Hazards (U); including XCU
coverage  under  both  Premises/Operations  and  Contractual  Liability;
f)     Personal  Injury  Liability (with deletion of the exclusion for liability
assumed  under  Contract);
g)     Hostile  Fire  Pollution  Liability;
h)     Independent  Contractor's  Contingent  Liability;
i)     Gulf  of  Mexico  Territorial  Extension;
j)     Where  applicable,  coverage for liability resulting from the consumption
of  food  prepared  or  served  by  the  Contractor  or  its  Subcontractor;

     with a MINIMUM LIMIT OF $500,000 PER OCCURRENCE for bodily injury, personal
injury  and  property  damage combined, provided that policy aggregates, if any,
shall  apply  separately  to  claims  occurring  with  respect to the Work.  The
aggregate  limits,  if any, shall apply separately to each annual policy period.

3.     AUTOMOBILE  LIABILITY  INSURANCE:  Automobile Liability insurance against
claims  of  personal  injury  (including  bodily  injury and death) and property
damage  covering  all  owned, leased, non-owned, and hired, vehicles used in the
performance  of  the  Work,  with  a  MINIMUM LIMIT OF $500,000 PER ACCIDENT for
bodily  injury  and property damage combined and containing appropriate No-Fault
insurance  provision  wherever  applicable.

4.     EXCESS  INSURANCE:  Excess  or  Umbrella  Liability  insurance  (on  an
Occurrence  basis)  with  a  MINIMUM  LIMIT  OF  $500,000  PER OCCURRENCE.  This
insurance  shall  provide coverage IN EXCESS of the underlying primary liability
                                   ---------
limits  for EACH category of liability insurance in the foregoing subsections 1,
            ----
2  and  3.  The  aggregate  limits  of  liability,  if any, for each category of
liability  insurance  shall apply separately to claims occurring with respect to
the  Work.

5.     PROFESSIONAL  LIABILITY:  If  this Contract requires the rendering of any
professional  service,  the  Contractor  shall  provide  professional  liability
insurance  with  a  MINIMUM LIMIT OF $1,000,000 PER OCCURRENCE/$3,000,000 ANNUAL
AGGREGATE.

6.     AIRCRAFT  INSURANCE:  If  the performance of the Work requires the use of
any aircraft that are owned, leased, rented or chartered by Contractor or any of
its  subcontractors,  Aircraft  Liability  insurance  with  a  MINIMUM  LIMIT OF
$10,000,000  PER  OCCURRENCE  for  bodily  injury and property damage, including
passengers  and  crew.

7.  WATERCRAFT  INSURANCE:  If  the  performance of the work requires the use of
any  watercraft that are owned, leased, rented or chartered by Contractor or any
of  its  subcontractors,  Watercraft Liability insurance with a MINIMUM LIMIT OF
$10,000,000  PER  OCCURRENCE  for  bodily  injury  and  property  damage.
FOR  OFFSHORE  CONTRACTS:

8.  Hull  and  Machinery  Insurance,  including  collision  liability,  with
sister-ship  clause  un-amended,  with limits of liability at least equal to the
full  value  of  all  vessels  used  in  connection with performance of the Work
required under this Contract, and with navigational limitations adequate for the
Contractor  to  perform  the  specified  Work.  Where  vessels  engage in towing
operations,  said  insurance  shall  include  full  towers'  liability  with the
sister-ship  clause  un-amended.

9.   Protection  and Indemnity Insurance in an amount at least equal to the full
value  of  each  vessel  employed  under the Contract.  Protection and Indemnity
Insurance  must  include full coverage for all crew liabilities, if coverage for
maritime  employees  is  not provided under Coverage B, Employer's Liability for
Admiralty  Jurisdiction.  Removal  of wreck and/or debris insurance covering the
Contractor's  operations in an amount of NOT LESS THAN $1,000,000 PER OCCURRENCE
excluding  obstructions not shown on Contract Documents, which coverage shall be
stated  on  the  certificate.

10.     Excess Protection and Indemnity Insurance including collision of towers'
liability  in an amount at least equal to the value of all vessels covered or in
an  amount  equal  to  the  difference between the full value of each vessel and
$2,000,000,  whichever  is  greater.
FOR  CONTRACTS  INVOLVING  EXTRA-HAZARDOUS WORK AND/OR ENVIRONMENTAL REMEDIATION
WORK:

11.     Contractor's  Pollution  Liability  insurance  with limits NOT LESS THAN
$10,000,000  PER  OCCURRENCE  and  $10,000,000  ANNUAL  AGGREGATE.

12.     Errors & Omissions Liability insurance providing coverage against claims
for  bodily  injury,  property  damage  and  clean-up costs arising from errors,
omissions  or  negligence  in  risk assessment, remedial action plan design, lab
testing  or  other  aspects  of  professional  work  resulting  in  a release of
contamination,  with  limits  NOT  LESS  THAN  $10,000,000  PER  OCCURRENCE  and
$10,000,000  ANNUAL  AGGREGATE.

B.  ENDORSEMENTS:

1.     All insurance policies to be maintained by Contractor shall provide for a
WAIVER  OF  SUBROGATION  in  favor  of  the  Company.

2.     All insurance policies, except Workers' Compensation, to be maintained by
Contractor  shall:
a)     Provide  a  Severability  of  Interests  or  Cross  Liability  Clause;
b)     Provide  that  the  insurance  shall  be  primary  and  not  excess to or
contributing  with  any  insurance  or self-insurance maintained by the Company.
c)     Name  the  Company,  their  officers  and  agents as ADDITIONAL INSUREDS.

C.     Prior  to  commencing the Work, Certificates of Insurance evidencing that
satisfactory  coverage  of  the types and limits set forth above in paragraphs A
and  B,  shall  be  furnished  to Company.  Such Certificates shall be in a form
acceptable  to  Company  and  shall  contain  provisions  that  no reductions or
cancellations in the policies shall become effective except upon 30-DAYS WRITTEN
NOTICE  to Company; provided, however, that no such reduction or cancellation in
any  policy shall relieve Contractor of its obligation to maintain coverage's in
accordance  with  paragraphs  A  and  B  above.

D.     In  no  event shall the amount or scope of the insurance required by this
section,  place  any limitation on the liability assumed by Contractor elsewhere
in  this  Contract.

      Irrespective  of  the  requirements  as  to  insurance  to  be  carried by
Contractor  as  provided  herein,  insolvency,  bankruptcy,  or  failure  of any
insurance  company  to  pay  all  claims  accruing, shall not be held to relieve
Contractor  of  any  of  its  obligations.

E.     Company  may insure, self-insure or cause to be insured, at no expense to
Contractor  and  its subcontractors, all work which applies to this Contract and
all  material  delivered  and  stored  at  the  site,  and in transit within the
contiguous  United  States,  which are to be incorporated into the work, against
the  risks  normally  insured  under  an  all-risk Builders' Risk policy.  If an
insurance  policy is purchased, Contractor and its subcontractors shall be named
as  Additional  Insureds  under the policy.  Any deductible or retention amount
shall be mutually agreed to by both Company and Contractor and shall be the sole
responsibility  of  the  Contractor.

      The  insurance  or  self-insurance  in  the preceding paragraph, shall not
extend  to  cover  tools, equipment, machinery, trailers, temporary buildings or
sheds  owned,  leased  or  rented  by  Contractor  or subcontractors.  Insurance
covering  loss or damage to such property used by Contractor or subcontractor in
connection  with  the  work  provided  under this Contract, may be maintained by
Contractor  or  subcontractor at its sole discretion and at its own expense, and
if such insurance is purchased, the policy shall provide a waiver of subrogation
rights  against  the  Company.