EXHIBIT 10.3





BUSINESS  DEVELOPMENT  AGREEMENT


     This  BUSINESS DEVELOPMENT AGREEMENT (the "Agreement"), dated and effective
as  of  the  31st  day  of  July,  2001,  is  between  PRO SQUARED, INC. a Texas
corporation,  with its principal place of business in Houston, Texas ("Pro2") ,
and  BEN  BARNES,  an  individual  residing  in  Austin, Texas doing business as
Entrecorp  ("Representative").

                                Background Facts
                                ----------------

     WHEREAS, Pro2 is a service and software products company providing business
process  improvement  consulting  and  solutions;

     WHEREAS,  PRO2  desires to appoint a nonexclusive representative to promote
the  sale Pro2'S products and services, such appointment to be made on the basis
of  all  of  the  terms  and  conditions  contained  in  this  Agreement;  and

     WHEREAS,  Representative  desires to be appointed by Pro2 as a nonexclusive
representative  for  the  development  of business for Pro2, on the basis of the
terms  and  conditions  set  forth  below  in  this  Agreement.

                                   WITNESSETH:

     NOW,  THEREFORE,  in  consideration of the premises and the mutual promises
and  undertakings  set forth below and intending to be legally bound hereby, the
parties  agree  as  follows:

1.     DEFINITIONS. The following  capitalized terms, as used in this Agreement,
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shall  have  the  meanings  defined  for  them  as  follows:

(a)     "Customer"  -  any  client  who  purchases Products and/or Services from
Pro'.

(b)     "Revenue"  -  the  total  dollars  earned by Pro2 in a monthly or annual
accounting  period  before  deducting  any  sales  costs  or  sales, general and
administrative  costs,  excluding  travel  expenses  that  are billed on a "pass
through"  basis.



(c)     "Products"  -  any  and  all  products  sold  by  PRO2.

(d)     "Services"  -  any  and  all  services  provided  by  Pro2.

2.     APPOINTMENT. Representative hereby represents to Pro2 that Representative
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has  the  necessary  skills  and  experience  to  effectively  perform  his
responsibilities  as a business development representative for Pro2 as described
in  this  Agreement.  In reliance upon that representation, Pro2 hereby appoints
Representative as a nonexclusive business development representative for Pro2 to
promote  the  sale  of  Products  and  Services.


3.     TERM.  The term of this Agreement, and of Representative's appointment as
a  business development representative for Pro2 hereunder, shall commence on the
effective  date  of this Agreement as set forth above.  Unless sooner terminated
as described in Section 13 below, the term shall continue in effect for a period
of  three  (3)  years  after  the  effective  date.

4.     RESPONSIBILITIES OF  REPRESENTATIVE. During  the  term of this Agreement,
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Representative shall:

(a)     use  his  best  efforts  to  actively  promote  and  solicit the sale of
Products  and  Services  by  Pro2  to  Customers;  and

(b)     promptly  forward to Pro2 all inquiries, bid and quotation requests, and
correspondence  relating  to  Products  and/or Services which may be received by
Representative  from  Customers;  and

(c)     whenever requested to do so by Pro2 (but not more often than once in any
thirty  day  period),  prepare and furnish to Pro', in oral or written form, as
Pro'  may  request,  confidential  reports  regarding  the  activities  of
Representative  on  behalf  of Pro2 and/or containing other business development
information  of  potential  interest  to  Pro2  ;  and

(d)     maintain  in  strict confidence, and not disclose to any other person or
firm except with the prior written permission of an authorized officer of Pro2 ,
any  and  all  information  received from Pro' or prepared by Representative for
Pro2  regarding  fees,  customer  lists,  business plans, strategies, forecasts,
studies,  reports and any other information which may be considered confidential
or  proprietary  by  Pro2
and  which  is  not  publicly  available.  The  confidentiality  obligation  of
Representative  under  this  sub-part  (d)  shall  survive  the  expiration  or
termination  of  this  Agreement.

5.     COMPENSATION. As the  sole and exclusive compensation for the services to
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be  performed by Representative hereunder and subject to Section 13, PRO2, shall
pay  to  Representative  the  following:

(a)     $15,000  per  quarter for four quarters, payable on the last day of each
quarter  beginning  December  31,  2001;

(b)     Upon  Pro'  obtaining  revenue aggregating at least $6,000,000.00 over a
twelve-month  period,  $7,500  per  month  payable  for twenty-four (24) months;

(c)     Upon  Pro2  obtaining  revenue  aggregating an additional $11,000,000.00
over  a  twelve-month  period,  an  additional  $10,000  per  month  payable for
twenty-four
(24)  months.



                                       -2-

At  the discretion of Pro', all amounts due and payable under clause (a), (b) or
(c)  above  shall be payable either in cash or in shares of common stock, $0.001
par value ("Common Stock") of Pro'.  For purposes hereof, shares of Common Stock
shall  be  valued  at  $0.20  per  share  unless  and  until the Common Stock is
registered  under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as  amended (the "Exchange Act") or Pro2 is required to file reports pursuant to
Section  15(d)  of  the  Exchange Act.  Thereafter (when Pro2 shall be described
hereunder  as  a  "Reporting  Company"), the Common Stock shall be valued at the
average bid price on the ten trading days prior to the date the payment is to be
made.

On  or  before January 31, 2002, Pro2 shall issue to Representative shares to be
purchased  in  the amount of 25,000 shares of Common Stock of Pro2 at a price of
$0.20  per  share.  In  addition  Pro2  shall issue to Representative options to
purchase  12,500  shares  of  Common Stock of Pro2 at a purchase price equal to
$5.00 per share, which options shall vest once Pro2 has obtained annual revenues
of $5,000,000 over a twelve (12) month period.  Finally, Pro2 agrees to issue to
Representative  options  to  purchase 12,500 shares of Common Stock of Pro2 at a
purchase price equal to $10.00 per share, which options shall vest once Pro2 has
obtained  annual  revenues  of $10,000,000 in aggregate over a twelve (12) month
period.  The  options  granted  pursuant hereto shall be subject to the terms of
the option agreement between Pro2 and Representative in the form attached hereto
as  EXHIBIT "A".  The two groups of options for 12,500 shares each shall only be
exercisable  in  the  event  Pro2  effects a merger into a public shell or files
documents  necessary  to become a publicly traded, fully reporting entity.  PRO2
shall be obligated to cause a forward split of all PRO2 common shares on a forty
to one (40: 1) basis resulting in the 25,000 shares purchased by Barnes totaling
1,000,000  shares  of the common stock.  This action shall be taken prior to the
trading  of  the  common  stock  on  any  public  exchange.

Notwithstanding  any  of  the  foregoing,  no  amounts  shall  be  payable  to
Representative  in  connection with achieving the annual revenue goals (i) under
clause  (b)  above  unless  and  until the first monthly payments aggregating at
least  $500,000  have  been  received  by  Pro2.  Pro2 shall send all commission
payments  only  to  the  principal  place of business of Representative or other
address  requested  in  writing  by  Representative.  Any  income or other taxes
arising  from  the  payment  of amounts hereunder to Representative shall be the
sole  responsibility  of  Representative.

6.     Expenses.  All  costs  and  expenses  incurred  by  Representative,  its
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employees,  agents  and  representatives  in  performing  services  hereunder
including,  without  limitation,  travel,  lodgings,  entertainment,  telephone,
telecopy,  and  telex  expenses, shall be paid by Representative, except for any
costs  or  expenses which Pro2 shall have specifically agreed in writing, and in
advance  of  the  time  when  such  costs  or  expenses  are incurred, to pay or
reimburse  to  Representative.

7.     TERMS AND CONDITIONS OF SALE.  All  Products and Services to be sold by
       --------------------------------
Pro2  to  Customers shall be sold only on the basis of such terms and conditions
as  are  established  by  Pro2 at its sole discretion.  Representative shall nor
misrepresent  such  terms  and

                                       -3-

conditions  to  Customers,  and  shall  not  modify  or  extend  such  terms and
conditions  without  the  prior  written authorization of Pro2 . All orders from
Customers for Products and/or Services shall be subject to acceptance by Pro2 at
its  sole  discretion.

8.    CHANGES. At any  time  and  from  time  to  time  during the term of this
       --------
Agreement,  Pro'  shall  have  the  right  to  change  the Products and Services
provided  to  Customers and the prices or rates charged therefore, and its terms
and  conditions  without incurring any liability to Representative, except as to
obligations  which have accrued prior to the effective date of the change.  Pro2
will  endeavor  to  promptly  notify  Representative  of  all  such  changes.

9.     COMPLIANCE WITH LAWS.           In all of its activities pursuant to this
       ---------------------
Agreement, Representative and Pro2 shall strictly comply with all laws, decrees,
statutes,  rules,  regulations,  codes  and  ordinances  of  any  jurisdiction.

10.    NO AGENCY. In connection with its activities on behalf of Pro2 under this
       ----------
Agreement,  Representative  shall  not  be  an  agent  or employee of Pro2 , and
Representative  is  not  authorized  to obligate or commit Pro2 in any manner in
dealings  with  Customers,  potential  customers,  or  other  persons,  firms or
governmental  units.  Representative  shall  not hold itself out as an agent or
employee  of  Pro2  or  as  having  any  authority  to  obligate or commit Pro2.

12.     CONFLICT  OF INTEREST. During the term of this Agreement, Representative
        ----------------------
shall  not  promote,  solicit  or  otherwise  assist  in the sale of Products or
Services  which  compete  with  Products  or  Services of Customers by any other
person  or firm except as may be expressly permitted in writing by an authorized
officer  of  Pro2  . Representative shall immediately and fully disclose to Pro2
any  interests  or  activities  of  Representative  which  may conflict with the
interest  of  Pro2  under  this  Agreement  including,  without  limitation, any
agreement  by  Representative  to  perform  activities  in  connection  with the
products  or  services  of any competitor of Pro2 or the products or services of
any  competitor  of  any  affiliate  of  Pro2.

13.     TERMINATION. This  Agreement  may  be  terminated  at  any  time:
        ------------

(a)     by  mutual  agreement  of  the  parties;

(b)     by  either  party upon giving a notice of termination to the other party
in the event the other party fails to perform, observe or comply with any of the
obligations  or  undertakings  of  such  other party which are contained in this
Agreement, and such failure has not been cured within thirty (30) days after the
terminating  party  has  given  a  written notice specifying such failure to the
other  party;

(c)     by  Pro2 or Representative in the event Pro2 fails to become a Reporting
Company  on  or  before  January  31,  2002;



                                       -4-
(c)     by  Pro'  in  the  event that Pro' has not achieved revenues of at least
$6,000,000.00  during  the  calendar  year  ending  December  31,  2002.

(d)     upon  the  expiration  of  the  term  as  provided  herein.

Following  any  such  termination,  Pro2  shall pay amounts to Representative in
circumstances  where  the  efforts  of  Representative  prior  to  the effective
termination  date  would  otherwise entitle Representative to receive amounts in
accordance  with  the  provisions  of  this  Agreement.

14.     ASSIGNMENT  This  Agreement  may not be assigned by either party without
        ----------
the  prior  written consent of the other party, except that Pro2 may assign this
Agreement to (a) any affiliate of Pro2, or (b) any party succeeding to ownership
of  substantially  all  of  the  assets of PRO2, upon notice to, but without the
consent  of,  Representative.

15.     NOTICES.  All notices under this Agreement shall be in writing and shall
be deemed to have been given when received by the party to whom such notices are
being  given.  Notices  may  be  delivered  personally, by courier, or facsimile
transmission  and  shall  be  addressed  as  follows:

(a)     If  to  Representative:

Ben  Barnes
98  San  Jacinto,  Suite  250
Austin, Texas 78701
Telecopier No. (512)-322-0106

(b)     If  to  Pro2:  Pro2,  Inc.
Attn:  Craig  Crawford
1770  St.  James  Place,  Suite  115
Houston,  Texas  77056
Telecopier  No.  (713)  622-1103

or  at  such other address as either party may hereafter notify the other in the
manner  described in this Section.  Such notices shall be deemed given when they
are  received  by  the  party to which they are directed as evidenced by: (i) an
acknowledgement  or receipt executed by the recipient party, or (ii) a record of
delivery  or  receipt  prepared  by  an  independent  delivery service or postal
agency.

16.    HEADINGS. The headings contained in this Agreement are for convenience of
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reference  only,  and  do  not  form  a  part  of  the  Agreement.

17.   APPLICABLE LAW.  This  Agreement  shall  be  governed  by the laws of the
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State  of  Texas.


                                       -5-


<PAGE>

18.     SEVERABILIIY .If any portion of this Agreement is declared to be invalid
        -------------
or  unenforceable  by  a  final  judgment,  order  or  decree  of  any  court or
administrative  body  having  proper jurisdiction, then, as to that jurisdiction
only,  such  portion  shall  be  deemed to be severed from the Agreement and the
remainder  of  the  Agreement  shall  remain  in  full  force  and  effect.

19.     ENTIRE AGREEMENT. This Agreement sets forth the entire Agreement between
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the  parties  as  to  the subject matter hereof and supersedes any prior oral or
written  negotiations,  understandings, or Agreements as to such subject matter.
This  Agreement  cannot  be  amended except by a writing dated subsequent to the
date  hereof  and  executed  on  behalf of both parties by their duly authorized
representative  which,  in  the  case  of  Pro2,  must  be  an  officer.

20.     ARBITRATION.  All  disputes,  claims,  and/or  requests  for  specific
        ------------
contractual  performance,  or  other  equitable  relief, or damages or any other
matters  in  question between the parties arising out of this agreement shall be
submitted  for  arbitration, solely.  Demand shall be submitted for arbitration,
solely.  Demand  shall be made to the American Arbitration Association and shall
be  conducted  in  Houston, Texas by a one-person arbitrator, unless the parties
mutually  agree  otherwise.  Arbitration  shall  be  in  accordance  with  the
commercial  rules  of  the  American  Arbitration Association.  The Award of the
Arbitrator  shall  be  final  and  judgment  may be entered upon it in any court
having jurisdiction thereof, and the prevailing party shall be entitled to costs
and  reasonable  attorney's  fees  arising  out  of  such  arbitration


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                                       -6-



<PAGE>

     IN  WITNESS  HEREOF,  this  Agreement  has  been  executed on behalf of the
parties  by  their  duly  authorized representative as of the date FIRST written
above.


                                   BEN BARNES


                                   PRO SQUARED, INC.


                                By: __________________
                                  Craig Crawford, President








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                         Business Development Agreement