EXHIBIT 10.2

AMENDED  AND  RESTATED  CONSULTING  AGREEMENT


This  AMENDED  AND RESTATED CONSULTING AGREEMENT (the "Agreement") is made as of
October  12,  2001 (the "Effective Date"), by and between PRO2, SQUARED, INC., a
Texas  corporation  doing business as Pro , Inc. (the "Company"), and TIMOTHY J.
CONNOLLY,  an  individual  residing  in  Houston,  Harris  County,  Texas
("Consultant").

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


     WHEREAS,  Craig  Crawford d/b/a Pro2 Consulting ("Crawford") and Consultant
executed  that  certain  Consulting Agreement dated June 15, 2001 (the "Original
Consulting  Agreement"), whereby Consultant agreed to provide certain consulting
services  to  Crawford;

     WHEREAS,  Crawford  subsequently  formed  the  Company  and transferred his
consulting business and assets, including the Original Consulting Agreement, to
the  Company;

     WHEREAS,  the  Company  and  Consultant  desire  to  amend  and restate the
Original  Consulting  Agreement  to  provide  for  the  correct  names  of  the
contracting  parties  and  to  amend  certain  terms  and  provisions  thereof,

     NOW,  THEREFORE,  for  and  in consideration of the premises and the mutual
covenants  contained  herein,  and  other  good  and valuable consideration, the
receipt  and  sufficiency  of  which is hereby acknowledged, and intending to be
legally  bound  hereby,  the  parties  covenant  and  agree  as  follows:

     1  .  Engagement.  The  Company  hereby  engages Consultant, and Consultant
           ----------
hereby  accepts  the engagement with the Company on the terms and conditions set
forth  in  this  Agreement.

     2.     Term  of  Engagement.  The term of Consultant's engagement hereunder
            --------------------
(the  "Term") shall commence as of June 15, 2001, and shall continue (subject to
termination  as  hereinafter  provided) until December 31, 2003 (the "Expiration
Date").  At  the  expiration  of  the  Term,  the  Company shall have no further
obligation  to Consultant other than payment of any earned and unpaid fees under
Section  4(a), the payment of reimbursable amounts pursuant to Section 4(b), and
any  rights  under the Warrant (as herein defined), and Consultant shall have no
further  obligation to the Company.  Notwithstanding the foregoing, in the event
the  Company  requests  additional  services  after  the  Expiration  Date,  the
providing  of  such  services  shall  continue  to  be subject to the Agreement.

3.     DUTIES.
       -------

(a)    During  the  term hereof, Consultant shall provide and performing for the
Company an average of two (2) Consulting Days of services that generally conform
to  the

                                        1


description  of  services  contained on EXHIHIT "A" attached hereto and that are
                                        -----------
designated  by  the  President  or  principal  of the Company from time to time.
Consultant  agrees  to  provide  to  the  Company  a  monthly description of the
services  performed.  Consultant  shall retain full direction and control of the
means  and  methods  by  which Consultant performs the above services and of the
places  at  which  such  services  are  to  be  rendered.

     (b)     All consulting services hereunder shall be performed by Consultant,
or  such  individual  as  is  directed  by Consultant and directly supervised by
Consultant.

4.     COMPENSATION  AND  OTHER  BENEFITS
       ----------------------------------

     (a)     As  compensation  for  all  services  rendered  by  Consultant  in
performance  of  Consultant's  duties  or obligations under this Agreement, the
Company shall pay Consultant $12,500 on signing this agreement, and an aggregate
fee of $5,000 per month during the Tenn.  Amounts due hereunder shall be due and
payable  three (3) months in advance, beginning June 15, 2001; provided however,
until such time as a factoring line of credit, loan funding, or equity placement
of  at  least  $100,000 has been funded, all amounts due hereunder shall accrue,
but  not be paid.  Once the funding has been made, all amounts accrued hereunder
shall  be  immediately payable and all amounts thereafter due hereunder shall be
payable  as  described herein.  For purposes of this Agreement, "Consulting Day"
shall mean the providing of eight hours of consulting services to the Company by
Consultant  (excluding  travel  time).  The  Consultant shall have the option to
receive,  in  lieu  of  the cash compensation provided for in this Section 4(a),
such  number  of  shares  of  common  stock  of  the  Company, par value $0.0001
("Company  Stock"),  with  a  value  equal  to  the  cash  compensation  due  to
Consultant.  The  value  of  each  share  of Company Stock shall be equal to the
greater  of (i) $0.01 and (ii) the lowest price per share at which any shares of
Company  Stock were sold between June 15, 2001, and March 31, 2002.  The Company
shall  have  the obligation to immediately register under an S-8 registration an
adequate  number  of shares of Company Stock under this formula to provide free
trading  shares  to  the  Consultant  for  all  sums  due  under this Agreement.

     (b)     The  Company shall reimburse Consultant for all expenses reasonably
incurred  by  Consultant  in  connection  with  performing  services  hereunder,
including, without limitation, business class travel and other business expenses
and costs.  Amounts reimbursable by the Company to Consultant hereunder shall be
paid by the Company to Consultant within fifteen (I 5) days after receipt by the
Company of Consultant's invoice therefore.  Consultant shall not spend more than
$500  per  month  without  the  express  consent  of  the  Company.

     5.     WARRANT.  As  a  further  inducement  to  Consultant  to  accept the
            --------
consulting  engagement  upon  the terms set forth herein and in consideration of
Consultant's  execution  of this Agreement, Consultant shall be issued a warrant
(the "Warrant") to purchase 100,000 shares of Company Stock at a price per share
equal  to  the greater of (i) $0.01 and (ii) the lowest price per share at which
any shares of Company Stock were sold between June 15, 2001, and March 31, 2002.
The  Company  is  executing on even date herewith a Warrant Agreement evidencing
the  issuance of  the Warrant, a copy of the form of which is attached hereto as
EXHIBIT "B" . The Company Stock underlying the Warrant shall be registered under
an  S-8  registration  as  soon  after


                                        2


the  issuance of the Warrant as is reasonably practicable, and the Company shall
diligently  pursue  the  registration  process  through  completion.

     6.     REMEDIES; INJUNCTION. In the event of  a  breach by of any of the
            ----------------------
provisions of this Agreement, Consultant agrees that the Company, in addition to
and  not in limitation of any other rights, remedies or damages available to the
Company at law or in equity, shall be entitled to seek a permanent injunction in
order  to  prevent  or  restrain  any  such  breach  by  Consultant.

     7.     NOTICES. Any notice, demand or  request  which  may  be permitted,
            --------
required  or  desired  to  be  given  in  connection therewith shall be given in
writing  and  directed  to  the  Company  and  Consultant  as  follows:

If  to  the  Company,  at:          1770  St  James  Place,  Suite  115
                                    Houston,  Texas  77056
                     Attention:     Craig  Crawford

or,  if  to  Consultant,  at:       1770  St.  James  Place,  Suite  115
                                    Houston,  Texas  77056

Notices  shall be deemed properly delivered and received when and if either: (i)
personally delivered; (ii) delivered by nationally-recognized overnight courier;
or  (iii)  when  deposited  in  the  U.S. Mail, by registered or certified mail,
return  receipt  requested,  postage  prepaid.  Any  party may change its notice
address  for purposes hereof to any address within the continental United States
by  giving  written  notice  of such change to the other parties hereto at least
fifteen  days  prior  to  the  intended  effective  date  of  such  change.

     8.     SEVERABILITY.  If  any  provision  of  this Agreement is rendered or
            ------------
declared  illegal  or  unenforceable  by  reason of any existing or subsequently
enacted  legislation  or  by  decree  of a court of last resort, the Company and
Consultant  shall  promptly meet and negotiate substitute provisions for those
rendered  or declared illegal or unenforceable, but all the remaining provisions
of  this  Agreement  shall  remain  in  full  force  and  effect.

     9.     ASSIGNMENT. This Agreement may not be assigned by any party without
            -----------
the  prior  written  consent  of  the  other  parties.

     10.     BANDING  AGREEMENT. This Agreement  shall be binding upon and shall
             -------------------
inure  to  the  benefit  of  the  parties  hereto,  and  their  respective legal
representatives,  heirs,  successors  and  permitted  assigns.

     11.     ATTORNEY'S  FEES. In the  event  of ANY dispute between the parties
             -----------------
regarding  this  Agreement,  the  prevailing  party  shall  be  entitled to be
reimbursed for such prevailing party's attorney's fees and costs of court by the
non-prevailing  party.

              12.     AGREEMENT  READ,  UNDERSTOOD  AND  FAIR. Consultant  has
carefully  read  and considered  all  provisions  of  this  Agreement  and
agrees  that  all  of the restrictions  set  forth  are  fair and
reasonable  and are reasonably required for the protection of the interests
of  the  Company.

                                        3


     13.     INDEPENDENT CONTRACTOR. Consultant shall operate at all times as an
             ------------------------
independent  contractor  of the Company, and is in no way considered an employee
of  he Company.  This Agreement does not authorize the Consultant to act for the
Company  as  its  agent  or  to  make  commitments  on  behalf  of  the Company.

     14.     AMENDMENTS. This Agreement may not be modified or amended except by
             -----------
an  instrument  in  writing,  signed  by the Consultant and by a duly authorized
representative  of  the  Company.

     15.     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.

     16.     ENTIRE  AGREEMENT. The terms  of this Agreement are intended by the
             ------------------
parties  to  be  the  final  expression  of  their agreement with respect to the
retention  of  Consultant by the Company and may not be contradicted by evidence
of  any  prior  or  contemporaneous agreement.  The parties further intend that
this  Agreement  shall  constitute  the  complete and exclusive statement of its
ten-ns  and  that  no  extrinsic  evidence  whatsoever  may be introduced in any
judicial,  administrative,  or  other legal proceeding involving this Agreement.

                     [REST OF PAGE INTENTIONALLY LEFT BLANK]








                                        4


<PAGE>

IN  WITNESS  WBEREOF,  the  parties  have  executed  this  Agreement  on  this
day  of  October,  2001.

                                       THE COMPANV:
                                       ------------
                                       PRO SQUARED, INC.
                                       By:

                                       Craig Crawford



                                       Consultant
                                       TIMOTHY CONNOLLY








                                        5


<PAGE>






                                   EXHIBIT "B"
                                   -----------

                            FORM OF WARRANT AGREEMENT
                            -------------------------

NEITHER  THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE
SECURITIES  LAWS  OF  ANY  STATE;  THEREFORE,  TIUS  WARRANT  AND THE SECURITIES
ISSUABLE  UPON  EXERCISE  HEREOF MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH
REGISTRATION  OR  UPON  DELIVERY  TO  THE  CORPORATION  OF AN OPINION OF COUNSEL
SATISFACTORY  TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE
OR  TRANSFER.
                        WARRANT TO PURCHASE COMMON STOCK
                             OF    PRO SQUARED, INC.

VOID  AFTER                     ________ 2001

     This certifies that TIMOTHY J. CONNOLLY, an individual residing in Houston,
Harris  County,  Texas  ("Connolly"),  is entitled to purchase at any time on or
prior  to  2001,  ONE  HUNDRED  THOUSAND  (100,000)  Shares  of  fully  paid and
non assessable shares of Common Stock, $0.0001 par value (the "Common Stock"),
of Pro  Squared, Inc., a Texas corporation  doing  business  as Pro2, Inc. (the
"Company"),  at a price per share equal to the greater of (i) $0.01 per share or
(ii) the lowest  price, per share at which any shares of Common Stock were sold
between  the  date  of issuance of the Warrant and March 31, 2002.  This Warrant
may  be  exercised  by  surrendering  this  Warrant  with  the subscription form
hereinafter  set forth fully executed, at the principal office of the Company in
Houston,  Texas, accompanied by payment of the full purchase price of the shares
so purchased in cash, and upon compliance with and subject to the conditions set
forth  herein.  The  purchase  price  per  share  and

the number of shares covered by this Warrant are subject to adjustment from time
to  time  as  hereinafter  set  forth.

     The  purchase  price per share of Common Stock from time to time in effect
under this Warrant, and the number and character of shares covered hereby, shall
be subject to adjustments from time to time in certain instances as follows, and
the  term "Warrant Price" shall mean the price per share originally set forth in
this  Warrant  or  any  price  resulting  from adjustments pursuant to the terms
hereof.

            3.     In case the Company shall subdivide its outstanding shares of
Common Stock  into  a  greater  number  of  shares  or  shall issue in exchange
for its outstanding  shares  of

                                        3

Common  Stock a greater number of shares of Common Stock, then in each such case
from  and  after the record date for such subdivision or exchange, the number of
shares  of Common Stock covered by this Warrant shall be increased in proportion
to  such  increase  in the number of outstanding shares of Common Stock, and the
Warrant  Price  then  in  effect  shall be correspondingly decreased; and if the
Company  shall  reduce the number of shares of its Common Stock by a combination
of  shares or shall issue in exchange for its outstanding shares of Common Stock
a lesser number of shares of Common Stock, then in each such case from and after
the record date for such combination or exchange, the number of shares of Common
Stock covered by this Warrant shall be decreased in proportion to such reduction
in  the  number  of  outstanding shares of Common Stock, and the then prevailing
Warrant  Price  shall  be  correspondingly  increased.

     4.     In case the Company shall declare and pay a dividend upon its Common
Stock  payable in Common Stock, then in each such case from and after the record
date  for  determining  the  stockholders entitled to receive such dividend, the
number  of  shares of Common Stock covered by this Warrant shall be increased in
proportion  to  the increase in the number of outstanding shares of Common Stock
through  such  stock  dividend,  and  the then prevailing Warrant Price shall be
correspondingly  decreased.

     5.     In  case  of any reclassification or change of outstanding shares of
Common  Stock  (other  than  as  a result of a subdivision, combination or stock
dividend)  or in case of the consolidation or merger of the Company with or into
any  other  corporation  (other  than  a  merger  in  which  the  Company is the
continuing  corporation  and  which  does  not result in any reclassification or
change in its outstanding shares of Common Stock), or in case of any sale by the
Company  of  all  or substantially all of its assets to another corporation, the
holder  of this Warrant shall have the right thereafter to receive upon exercise
hereof  the  amount and kind of shares of capital stock and other securities and
property  entitled  to  be  received  upon  such  reclassification,  change,
consolidation,  merger  or  sale  by a holder of the number of shares of Common
Stock  of  the  Company  covered  by such Warrant at the then prevailing Warrant
Price,  subject  to  subsequent  adjustments  as  provided  herein.

6.     In  case  at  any  time:
           (a)     the Company shall declare any dividend upon its Common
Stock  or  make  any  other  distribution to the holders of its Common Stock; or

          (b)     the  Company  shall  propose  to offer for subscription to the
holders  of  its Common Stock any additional shares of stock of any class of any
other  securities  or  rights;  or

          (c)     the  Company  shall  propose  any reclassification  or  change
of  outstanding  shares  of  Common Stock, or any consolidation or merger of the
Company or any sale by    the Company of its assets to which paragraphs 1, 2 or
3 would  be  applicable, then, in any one or more of such cases, the Company
shall cause  at  least twenty (20) days' prior notice to be mailed to the
registered holder of this Warrant on the date on which the books of the Company
shall close or  a

                                        4


record shall be taken for such dividend, distribution or subscription rights, or
for a vote upon such reclassification, change, consolidation, merger or sale, as
the  case  may be.  In addition, the Company shall mail to the registered holder
of  this Warrant copies of each report of communication of the Company mailed to
the  holders  of its Common Stock simultaneously with such mailing to holders of
Common  Stock.

     7.     (a) As a condition precedent to the taking of any action which would
cause  an  adjustment reducing the Warrant Price below the then par value of the
shares  of Common Stock issuable upon the exercise hereof, the Company will take
such  corporate  action  as  may  be  necessary in order that it may validly and
legally  issue fully paid and non assessable shares of such Common Stock at such
adjusted  Warrant  Price.

     (b)     No  adjustment  shall  be  made in the number of shares purchasable
upon  exercise  of this Warrant in any case in which the adjustment would result
in  a  change  of  less than 2/100ths of a share of Common Stock, as such Common
Stock  is  constituted  immediately  subsequent  to the event giving rise to the
proposed adjustment, except that any action taken by the Company which otherwise
would occasion an adjustment in an amount less than 2/100ths of a share shall be
carried  forward and taken into account at the time of any subsequent adjustment
in  the  number  of  shares  purchasable  hereunder.

     8.     (a) This Warrant or any security issued or issuable upon exercise of
this  Warrant may not be offered or sold except in conformity with the 1933 Act.

     (b)     The Company may cause the legends set forth at the top of the first
page  hereof  to be set forth on each Warrant and the following legend to be set
forth on each certificate representing Common Stock issued upon exercise of this
Warrant,  unless  counsel  for  the  Company  is  of  the opinion as to any such
certificate  that  such  legend  IS  unnecessary:

THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT  OF  1933, AS AMENDED, OR THE OR THE SECURITIES LAWS OF ANY
STATE.  SUCH  SECURITIES  MAY  NOT  BE  SOLD  OR  TRANSFERRED  EXCEPT  UPON SUCH
REGISTRATION  OR  UPON  DELIVERY  TO  THE  CORPORATION  OF AN OPINION OF COUNSEL
SATISFACTORY  TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED FOR SUCH SALE
OR  TRANSFER.

     9.     (a)  This  Warrant  may  be  exercised for all or part of the shares
covered hereby.  In the event of a partial exercise of this Warrant, the Company
will  issue  to the holder hereof the number of shares of Common Stock purchased
under this Warrant, together with a new, similar Warrant for the unused portion.
This  Warrant  may  be  subdivided into or combined with similar Warrants at any
time, at the option of the holder hereof, at the principal office of the Company
in  Houston,  Texas.
                                        5


     (b)     The  Company  shall  not  be required to issue fractional shares of
Common Stock upon any exercise of Warrants.  As to any final fraction of a share
in  which  the  same  holder of one or more Warrants, the rights under which are
exercised  in the same transaction, would otherwise be entitled to purchase upon
such  exercise,  the  Company shall pay a sum in cash equal to the excess of the
market  value of such fractional share (determined in such reasonable manner as
the  Board of Directors of the Company may prescribe) over the proportional part
of  the  exercise  price  represented  by  such  fractional  share.


     10.     The  holder  of this Warrant shall not be entitled, as such, to any
of  the  rights  of  a  stockholder  of  the  Company.

     11.     This  Warrant  is  being  issued  in  connection  with that certain
Amended  and Restated Consulting Agreement dated of even date herewith, executed
by  and  between  the  Company  and  Connolly.








     IN  WITNESS  WHEREOF, THE COMPANY HAS CAUSED THIS WARRANT TO BE EXECUTED BY
THE  PRESIDENT  EFFECTIVE  AS  OF  _,  2001.

                                PRO SQUARED, INC.
                                By:

                                Craig  Crawford,  President








                                        6

<PAGE>

                                  PURCHASE FORM

     The  undersigned,  the  Holder  of  the  within Warrant, hereby irrevocably
elects  to  exercise the purchase rights represented by said Warrant for, and to
purchase thereunder, shares of Common Stock, $0.0001 par value per share, of Pro
Squared,  Inc.  and  herewith  makes payment  of  $____________-  in cash
therefor and requests that the certificates for  such  shares  be
issued  in  the  name  of  __________________________________  and  delivered
to____________________________________________________________whose
address
_______________________________________________________________________
and, if such shares shall not be all of the shares purchasable hereunder, that a
new Warrant of like tenor for the balance of the shares purchasable hereunder be
delivered  to  the  undersigned.


Dated:
Name:
Title:

Address:



Social  Security
or  Tax  I.  D.  No.





or  incentive stock option plans.  These may be adjusted upward or downward on a
pro  rata  basis  dependent  on  market  conditions.




                                        2

                                   EXHIBIT "A"
                                   -----------
                            Description of  Services
                            ------------------------


Timothy J. Connolly will provide strategic advice to Your company until December
31,  2003.  Our  responsibilities will include recommending experienced public
relations,  accounting,  legal  and  corporate  communications  professionals,
marketing  strategies  and  other  advisory  services.