EXHIBIT 10.7

   CONSULTANT AGREEMENT

This CONSULTANT AGREEMENT (the "Agreement"), is made by and between Pro Squared,
Inc.  ("Pro  ")  with offices at 1770 St. James Place, Suite 115, Houston, Texas
77056,  and ________________  ("Consultant").

                                   WITNESSETH:
                                   -----------

This  Agreement  is  based  upon  the  following  recitals:

1.     Pro  desires  to  retain  the services of Consultant on a temporary basis
for  the  project or purpose described herein, and Consultant desires to provide
such  services  for  Pro  at  Pro  's  facilities  in  work location(s) owned or
operated  by Pro  or an affiliate of Pro  at various locations within the United
States,  its  territories  and possessions on the terms and conditions set forth
below;

2.     Consultant  is  a  citizen  or  legally authorized resident of the United
States  who  accepted  employment  for this project while residing in the United
States,  and  who  delivered  this  Agreement to Pro  for acceptance in Houston,
Texas;

3.     This  Agreement  was  accepted  and  executed  by or on behalf of Pro  at
Houston,  Texas;  and

4.     Pro  and  Consultant  desire  that only the laws of the United States and
the  State  of Texas, and not those of any other jurisdiction, shall govern this
Agreement  and  any  disputes  arising  under  this  Agreement.

Therefore,  in  consideration  of  the  foregoing  and of the premises set forth
before  the  parties  hereto  intending  to be legally, bound, agree as follows:

1.     ASSIGNMENT:
       ----------

     Assignment  Length:     Short-Term  (less  than  11  months)
     ------------------
     Effective  Date:        _________,  2001
     ---------------


2.     FEES:
       ----

Fees  will be in accordance with the Fee Agreement attached and made an integral
portion  hereto.


3.     TAXES  AND  INSURANCE:
       ---------------------

The  Consultant  is  strictly  responsible  for  all  state,  federal,  local or
jurisdictional  taxes  or  fees, including, but not limited to, self-employment,
income, worker's compensation, unemployment taxes, and licensing or registration
fees,  that  may  accrue  as  a  result  of  this  engagement.

4.     PER  DIEM  TRAVEL,  MOVING  AND  RELOCATION  EXPENSES:
       -----------------------------------------------------

The  Consultant will arrange lodging in reasonable quarters near the assignment,
Residence  Inn  or  similar.  All  lodging  expenses  will  be  claimed  on  the
Consultant  Expense  Report  form  on  a  weekly  basis.

Consultants  will  be  provided  a  per  diem,  in  accordance  with  guidelines
established  by  Pro  for  meals,  laundry, dry cleaning and other miscellaneous
expenses  while  on  assignment.

Transportation to and from the work site will be provided as deemed necessary by
Assignment  Management  and  may  be  shared  or  dedicated  vehicles.

All  Lodging,  Transportation and Per Diem expenses will be paid separately from
the  bi-weekly  or  monthly  labor  reimbursement.

Travel  Pay:  Will  be  paid  per  the  fee  agreement  attached.
-----------

Transportation:  Coach  Class  air  transportation  will  be  reimbursed  for
--------------
mobilization  and  demobilization  travel  unless  otherwise  noted.  All  other
authorized  and  reimbursed  travel  will be via least cost unrestricted economy
class  unless  otherwise  noted.

Travel Expenses:  The actual, reasonable costs incurred for all other authorized
travel  expenses  will  be  reimbursed  with  proper  documentation.


5.     BENEFITS:
       --------

Consultant is eligible for health insurance benefits of Pro  and its Affiliates.


6.     PROCESSING  EXPENSES:
       --------------------

A drug screen may be required for all newly hired Consultants.  In addition, the
Consultant  will require any necessary safety training, or orientation necessary
to  access Client facilities.  Any costs associated with these requirements will
be  the  responsibility  of Pro .  Any costs associated with Passports, Visas or
inoculations  required  for  foreign  assignments  will  also  be borne by Pro .

7.     FEE  DISPENSATION:
       -----------------

a)     Consultant's fees and reimbursements will be distributed per the attached
fee  agreement.

<PAGE>

8.     EMERGENCY  MEDICAL  SERVICES:
       ----------------------------

Pro  will  provide  emergency medical service for injured Consultants, including
transport  to  appropriate  medical  facilities  when  necessary.


                           HANSON - PRO  FEE AGREEMENT
                           ---------------------------

BENEFITS:
Consultant  may be eligible for benefits provided to Consultants of Pro  and its
Affiliates.

STATUS:

_______

LODGING  OR  HOUSING:

Reasonable  costs  for lodging or housing while on assignment will be reimbursed
by  Pro  .

FEES  AND  PER  DIEM  COMPENSATION:

The  Pro  agrees to pay and the Consultant agrees to accept, in full payment for
Consultant's  services under this Agreement, fees to be paid on a monthly basis,
calculated  on  the  basis  of $____ PER HOUR FOR THE FIRST 40 HOURS WORKED PER
WEEK,  and  $____ PER HOUR for authorized scheduled overtime in excess of forty
(40)  hours  per  week.

PER  DIEM:

Per  Diem  of  $____  will  be  paid for all days on assignment in Kansas City,
Kansas  area,  including travel days, and will be reimbursed monthly.  For other
cities  the  per  diem  rate  will  change per the then current U. S. Government
authorized  per  diem  amounts.

<PAGE>


1.1     BENEFITS.  Consultant  may  be  provided  benefits  under  the plans and
        --------
programs  provided  by  Pro.

1.2     ACCEPTANCE  OF AGREEMENT BY PRO.  Consultant's signing of this Agreement
        -------------------------------
constitutes  a conditional offer by Consultant to begin employment with Pro  for
the  project  described  in  this Agreement.  In order to become effective, this
Agreement  must be accepted by Pro , Consultant must satisfactorily complete any
applicable  requirements  of  Pro  (e.g.,  drug  test  and  trial  period),  and
Consultant  must  comply  with  and  meet all requirements for entry into Client
premises,  including  safety  orientation  and  security clearance, if required.

2.     TERMINATION  OF  AGREEMENT.
       --------------------------

The term of this agreement shall begin on the date of its acceptance by Pro  and
shall  terminate on December 31, 2001 or upon occurrence of any of the following
events:

2.1     PROJECT COMPLETION.  Upon completion of Consultant's responsibilities in
        ------------------
relation  to the project described herein, as determined by Pro , this Agreement
will  terminate  in  accordance  with its terms.  In that event, Consultant will
receive  compensation  for  all  hours  worked  through the completion date.  In
addition,  Pro  will  return  Consultant  to  his  or  her  point  of  origin.

2.2     TRIAL PERIOD.  If Consultant has not previously performed duties for Pro
        ------------
,  either  party  may  terminate  this  Agreement without prior notice or reason
during  the  first  two (2) months following Pro 's acceptance of the Agreement.
If  Consultant  has  completed  at  least  two  (2)  weeks of service under this
Agreement  and  the  Agreement  is  terminated  during the trial period, the Pro
shall  have  no  obligation  other  than to pay Consultant for all time actually
worked,  and  to  return  Consultant  to  his  or  her  point  of  origin.

If  Consultant terminates this Agreement before completing two weeks or service,
Pro  shall  have  no  obligation  other than to pay Consultant for time actually
worked and shall not be responsible for transportation or costs for mobilization
or demobilization.  All expenses of relocation will be for Consultant's account.

2.3     FOR  CAUSE.  Following  the  Trial  Period,  Pro  may  terminate  this
        ----------
Agreement  immediately  without  prior notice to Consultant for violation of any
one or more of the Rules and Regulations set out herein.  Such termination shall
be  considered to be a termination for cause.  If Pro  terminates this Agreement
for  any of these reasons, Pro  shall have no obligation other than to pay wages
to  Consultant  for  all  time  actually worked and shall not be responsible for
transportation  or  costs  for  mobilization or demobilization.  Nothing in this
paragraph  shall  limit  the  right of the Pro  to recover compensation from the
Consultant  in  accordance  with  governing  law.

2.4     WITHOUT  CAUSE.  If  Consultant  has  completed  the  Trial  Period  and
        --------------
thereafter  is  terminated  without  cause,  as  defined  in  Section 2.3 above,
Consultant will be paid for all time worked through the date of termination.  In
addition,  Consultant  will  be  returned  to his or her point of origin.  These
payments  will  be  in  lieu of any other payments to which Consultant otherwise
would  be  entitled  under  this  Agreement  or  any  applicable  law.

2.5     RESIGNATION.  A  Consultant  who  resigns  his assignment is expected to
        -----------
give  Pro  at  least  two  (2)  weeks  prior  notice  of  the  effective date of
resignation.  Pro  reserves  the right to pay Consultant up to two (2) weeks fee
in  lieu  of  Consultant's  completion  of  the  notice  period.  In  addition,
Consultant  will  be  returned  to  his  or  her  point  of  origin.

3.     DISPUTE  RESOLUTION
       -------------------

3.1     GOVERNING  LAW.  This  Agreement has been made, executed by or on behalf
        --------------
of Pro , delivered and accepted in Houston, Texas, United States of America, and
the parties intend and agree that this Agreement is to be governed, interpreted,
construed,  and  enforced  only in accordance with the laws of the United States
and the State of Texas without reference to the choice of law principles thereof
or  the  laws  of  any other jurisdiction.  Each party hereby waives any and all
rights  or  defenses  available  under the laws of the foreign work location not
recognized  or  available  under  the  laws  of  Texas.

3.2     DISPUTES,ARBITRATION  AGREEMENT:  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.


4.     MISCELLANEOUS
       -------------

4.1     WAIVER  OF  FOREIGN  BENEFITS.  In  consideration for employment and the
        -----------------------------
termination  and  other  benefits  contained  in  this  Agreement,  Consultant
voluntarily  waives  the  right  to  receive  or  pursue  recovery  of any other
termination  or other benefits under the law of any jurisdiction other than that
specified  in  this  Agreement.



4.2     CONSULTANT  COVENANTS.  Consultant  convenants  not  to:
        ---------------------
(a)  become  involved  in a conflict of interest, including participation in, or
solicitation of, business with a Client of Pro , while assigned to a Client site
during  the  term  of this Agreement or for a period of three months thereafter,

(b) violate applicable provisions of the United States Foreign Corrupt Practices
Act, which generally prohibits improper payments to foreign government officials
or candidates for office (Pro  will explain these requirements in greater detail
upon  request);

(c)  disclose  any  confidential  business  information  of Pro , defined as all
information  about  Pro 's business, prospects, processes or operations obtained
by  Consultant  during  his  or  her  employment;  or
(d)  work or provide services to anyone else for compensation or otherwise while
employed  by  Pro  without  advance  written  consent  of  Pro  .

4.3     DRUG  TESTING.  Pro  prohibits  the possession, transfer, sale or use of
        -------------
alcohol,  illegal  drugs  or  controlled  substances  on the Pro 's premises and
during  working  hours.  Consultant  agrees  to  submit  to  a test or tests for
alcohol,  illegal  drugs or controlled substances if requested by the Pro , such
tests  to  be  conducted  by  collection and analysis of blood or urine samples.
Consultant also agrees that the results of such tests may be reported to the Pro
for  the  purposes  of  determining  Consultant's  compliance  with this policy.

4.4     SEVERABILITY.  Any  provision of this Agreement prohibited by applicable
        ------------
law  shall  be  invalid  only  to  the  extent of such prohibition and the other
provisions  of  this  Agreement  shall  remain  in  full  force  and  effect.

4.5     ASSIGNMENT.  Neither  Consultant  nor  Pro  may assign this Agreement to
        ----------
third  parties,  except Pro  may assign this Agreement to an affiliate under the
control  of  the  parent  corporation  of  Pro  without  the  prior  consent  of
Consultant.  Such  assignment by Pro  without consent of Consultant is effective
upon  notice  to  Consultant.

4.6     AMENDMENT:  NO  ORAL  MODIFICATION.  No  amendment, extension, waiver or
        ----------------------------------
modification  of  the terms of this Agreement shall be valid unless set forth in
an  instrument  in  writing  signed  by both parties hereto.  No oral amendment,
extension,  waiver  or  modification  of  the  terms  of this Agreement shall be
binding  upon  the  parties  to  this  Agreement.

4.7     ENTIRE  AGREEMENT.  This Agreement contains the entire agreement between
        -----------------
the  parties  regarding  the  subject  matter  contained  herein; this Agreement
supersedes  all  prior  agreements,  arrangements,  representations  and
understandings,  written  or  oral,  relating  to  the  subject  matter  hereof.

4.8     HEADINGS.   The  paragraph  headings  used  in  this  Agreement  are for
        --------
convenience  only  and  shall  not  affect the interpretation of this Agreement.



The  balance  of  this  page  is  blank  intentionally.  Signature page follows.

<PAGE>

IN  WITNESS  WHEREOF,  this  Consultant Agreement has been signed by each of the
parties  to  be  effective  on  the  date  accepted  by  Pro  .


CONSULTANT  ASSIGNMENT  AGREEMENT


                          ACKNOWLEDGMENT OF CONSULTANT
                          ----------------------------


I  acknowledge  that  I have read the above Consultant Agreement, understand it,
had  sufficient  opportunity  to  seek  financial,  tax  and  legal advice to my
satisfaction,  and voluntarily signed it intending to be bound by the provisions
hereof.

                         CONSULTANT






                                   (PRINT  NAME)


                                    (DATE)


                                    ACCEPTANCE BY PRO
                                  -----------------


                                  For  and  on  behalf  of
                                  PRO  SQUARED,  INC.


                         BY:

                         TITLE:     PRESIDENT
                                    ---------

                         AFFILIATE:

                         DATE:



<PAGE>
------

                          RULES AND REGULATIONS OF PRO

The  following  Rules  and  Regulations apply to all Consultants assigned to PRO
subsidiaries  and affiliates.  These rules are intended to inform Consultants of
the  standard  of  conduct  expected  of them while they are assigned to perform
duties  for  Pro  's subsidiaries and affiliates.  Pro  may revise or supplement
the  rules  from  time  to  time as circumstances, applicable law and Pro  needs
dictate.  Violation  of the rules may subject Consultants to discipline.  By way
of  example,  disciplinary  actions may include verbal warning, written warning,
suspension  without  pay  to  a  maximum  of fourteen (14) days, or termination.

The  following offenses would subject the Consultant to discipline, as described
above.  Depending  on  the  severity  and circumstances, these offenses may make
appropriate more severe discipline or by passing one or more of the disciplinary
steps  outlined  above,  and  may constitute urgent reasons or basis for loss of
confidence  justifying  immediate  dismissal.

1.     Violation  of established safety rules or practices, including failure to
wear  or  use  required  personal  protective  equipment.

2.     Failure  to  perform job assignments at an acceptable level of quality or
speed  because  of  incompetence,  carelessness  or  negligence.

3.     Use of abusive language toward an employee, contractor, local resident or
client.

4.     Insubordination,  failure to carry out assigned work or instructions in a
reasonable  period  of  time  or  defiance  of  authority.

5.     Unauthorized  or  excessive  absences  or  tardiness.

6.     Negligently  damaging,  destroying or losing Pro  property, including Pro
owned  or  leased  vehicles.

7.     Disruptive  activities  or  horseplay  on  Pro  premises  or during work.

8.     Gambling  on  Pro  property.

9.     Failure  to  report  an  occupational  injury  or  accident.

10.     Intimidation  or coercion of an employee by Consultant for membership or
non-membership  in  any  religious  organization,  society,  fraternity or labor
organization,  or  because  of race, color, age, religion, sex, national origin,
veteran  status  or  disability.

11.     Unauthorized  solicitation  of  employees.

12.     Sexual  harassment,  requests  for  sexual favors and/or other verbal or
physical conduct of a sexual nature, or any other violation of the Pro 's policy
on  sexual  harassment.

13.     Sleeping  while  on  the  job.

14.     Conduct  on or off the job which damages or could damage the Pro 's good
will  or  reputation.

Offenses,  which  due  to  their  severity,  normally  will  result in immediate
termination  on  a  first  offense,  and  therefore constitute urgent reason for
dismissal,  include  but  are  not  limited  to  the  following:

1.     Theft  or  embezzlement,  actual or attempted, of Pro  property or of the
property of another individual on Pro  premises or while away from Pro  premises
but  on  Pro  time  or  business.

2.     Provoking a fight or attempting to inflict injury to an employee or other
consultant,  contractor,  local resident or client during working time, while on
Pro  property  or  while  away  from Pro  property but on Pro  time or business.

3.     Conviction  of  a  felony  or  similarly  serious  crime.

4.     Willfully  destroying  or  damaging  Pro  property  or  the  property  of
customers  or  contractors.  Unauthorized  use  or  loss  of Pro , customers' or
contractors'  property,  equipment  of  facilities.

5.     Unauthorized  taking  of  Pro  documents  or information or disclosure of
confidential  information  or  trade  secrets.

6.     Intentional or unintentional acts that could result in an acute hazard to
any  personnel  or  significant  property  loss  or  damage.

7.     Deliberate  misrepresentation  or falsification of information or records
in  connection  with any Pro  business or toward any employee of Pro , including
applications  for  employment, physical examinations or tests, and/or claims for
expenses,  benefits  or  reimbursement.

8.     Accepting  a  gratuity  or  kickback  contribution in connection with the
placement  of  or  consideration for the placement of Pro  business with another
individual, organization or Pro .  Undisclosed ownership or participation in any
business entity that does or seeks to do business with the Pro  other than stock
ownership  in  a  publicly traded business entity that does not exceed 5% of the
total  ownership  or  equity  in  such  business  entity.

9.     Being at work under the influence of alcohol or using alcoholic beverages
on  Pro  premises.

10.     Possession,  use,  sale  or  transfer of illegal drugs and/or controlled
substances  on  Pro  property  or  during  working  hours,  or  being  under the
influence  of  illegal  drugs  or  controlled  substances  during working hours.

Refusal  or  failure  to  take  a test to detect the presence or use of alcohol,
drugs  or  controlled  substances  if  requested  by  a  supervisor, a member of
management,  or  a  Pro  safety  or  health  official,  or  attempting to alter,
frustrate  or  obscure  the  results  of any such test of any Pro  Consultant or
contractor.