EXHIBIT 10.5
                                                                    ------------

Consulting Agreement between Humana Trans Services Group, Ltd. and
Agincourt, Inc.


                                 AGINCOURT, INC.
                              CONSULTING AGREEMENT


            AGREEMENT made this 15th day of April, 2002, by and between Humana
            Trans Services Group, Inc. with its principal place of business
            located at 150 Broadhollow Road, Melville, New York 11747
            (hereinafter, CLIENT), a New York corporation and Agincourt, Inc.
            with its principal place of business located at 577 Pinto Street,
            West Babylon, New York 11704 (hereinafter, FIRM), a New York
            corporation, upon terms and conditions as follows:

            FIRM will be an agent for the foregoing services:
                  To craft and distribute a formalized business plan

            FIRM will be available to render all services represented during
            normal and customary working hours. FIRM will at all time render the
            foregoing, and all other services, on a "best efforts" basis.

            It is understood and agreed to by the CLIENT, its employees, agents,
            and assignors, that during the term of this AGREEMENT the FIRM shall
            be CLIENT representative for all the advisory and consulting
            services set forth hereinabove.

11. COMPENSATION

     a.   A non refundable retainer of CLIENT common stock shall be paid by
          CLIENT to FIRM as follows:

          (iii)     185,000 shares of CLIENT common stock free of any legend and
                    fully tradable within 10 days of the effective date of this
                    contract. This clause shall survive in the event of any
                    future funding from any source whatsoever post contract for
                    any introduction during the contract term.

     b.   The stock portion of the retainer referred to in Section "1a(i)", set
          forth hereinabove shall  be delivered to FIRM at 577 Pinto Street,
          West Babylon, New York 11704, by CLIENT, in a form described in
          section "1a(i)"  above.

     c.   From time to time FIRM will present for payment, receipts for
          necessary and reasonable business expenses for any and all tasks
          assigned by CLIENT to FIRM, or undertaken by FIRM in furtherance of
          CLIENT business goals and objectives, including but not limited to
          travel and entertainment, material supplies, filings, press releases,
          and other professional fees. It is agreed that these expenses which
          represent "out of pocket" costs, if any, incurred by FIRM in behalf of
          CLIENT, will be reimbursed by CLIENT on a "forthwith" basis.

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     d.   Failure by CLIENT to perform obligations as per the terms of paragraph
          1 - {COMPENSATION} and or any clause pertaining to reimbursement may
          result in FIRM withholding future services until the compensation is
          satisfied and current.

12.  CONFIDENTIALITY

          FIRM agrees that it will not, without consent, communicate to any
          individual or business entity information relating to any confidential
          material which it might from time to time acquire with respect to the
          business of CLIENT, its affiliates or subsidiaries. This clause shall
          survive for one year after the termination of this AGREEMENT.

13.  DEFENSE AND INDEMNIFICATION

          CLIENT agrees, at its sole expense, to defend FIRM, and to indemnify
          and hold the FIRM harmless from, any claims or suits by a third party
          against the FIRM or any liabilities or judgments based thereon, either
          arising from FIRM performance of services for CLIENT under this
          AGREEMENT or arising from any CLIENT products which result from FIRM
          performance of general services under this AGREEMENT.

14.  TERMS AND TERMINATION

          This AGREEMENT with all rights and privileges pertaining thereto shall
          be for a term of not less than18 months from the date hereof and shall
          be deemed automatically renewed upon its same terms and conditions for
          an additional 12 month period unless, not less than 60 days prior to
          expiration, either party serves upon the other written notice to
          terminate. Said notices shall be in conformance with paragraph "5c."
          set forth herein.

15.  MISCELLANEOUS

          a.   Any and all work generated on behalf of CLIENT including but not
               limited to: databases, models, charts and, presentations, is the
               work product of and shall remain the sole property of FIRM.

          b.   The relationship created by this AGREEMENT shall be that of
               independent contractor, and neither FIRM nor CLIENT shall have
               authority to bind or act as agent for the other or for their
               respective employees for any purpose, unless specifically agreed
               to in writing and is executed by an officer of each party.

          c.   Notice given by one party to the other hereunder shall be in
               writing and deemed to have been properly given if deposited with
               the United States Postal Service, registered or certified mail,
               addressed as follows:

          CLIENT    HUMANA TRANS SERVICES GROUP, INC.
                    150 BROADHOLLOW ROAD, MELVILLE, NEW YORK 11747

          FIRM      AGINCOURT, INC.
                    577 PINTO STREET, WEST BABYLON, NEW YORK 11704

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          d.   This AGREEMENT replaces any previous AGREEMENT and the
               discussions relating to the subject matters hereof and
               constitutes the entire AGREEMENT between CLIENT and FIRM with
               respect to the subject matters of this AGREEMENT. This AGREEMENT
               may not be modified in any respect by any verbal statement,
               representation, or writing made by any employee, officer, or
               representative of CLIENT or FIRM unless such writing is in proper
               form and executed by an officer of each party.

IN WITNESS WHEREOF, the parties have executed this AGREEMENT effective the date
first stated above. This AGREEMENT is bound under the Laws of the State of New
York and shall be construed and enforced in accordance with those laws. Any
remedies on breach of the AGREEMENT will be determined exclusively through
binding arbitration provided by the New York State court system.

By: ___________________________________                      ________________
Jerry Rukin - President, Agincourt                                 Date

By: ___________________________________                      ________________
James Zimbler - President, Humana Trans                            Date