CONSULTING SERVICES AGREEMENT


      This Consulting  Services  Agreement  ("Agreement"),  effective October 1,
2004, is made by and between Timothy J. Connolly  ("Consultant"),  whose address
is 1770 St. James Place,  Ste 116,  Houston,  Texas 77056 and The Project  Group
("Company"),  having  its  principal  place of  business  at 333 N. Sam  Houston
Parkway,  Suite 275,  Houston,  Texas 77060  collectively,  the "Parties".  This
Agreement  supersedes  and replaces any prior  Agreements  in place  between the
Parties.

      WHEREAS,  Company is a public  corporation  and desires to further develop
its business and customers;

      WHEREAS,  Consultant  has  extensive  background  in the area of  business
consulting,   development,   outside  accounting  and  legal  personnel,   human
resources,  and hiring and management  advisory services;  and WHEREAS,  Company
desires to engage Consultant to provide  information,  evaluation and consulting
services to Company in Consultant's area of knowledge and expertise on the terms
and subject to the conditions set forth herein.

      NOW, THEREFORE, in consideration for those services Consultant provides to
Company, the Parties agree as follows:

      1.    Services of Consultant

            Consultant  agrees to perform  for Company  all  necessary  services
            required in providing  general  business  strategic  consulting  and
            management  advisory  services for Company as more  specifically set
            forth in  Exhibits  A and B  attached  hereto.  The  services  to be
            provided by Consultant  will not be in connection  with the offer or
            sale of securities in a  capital-raising  transaction,  and will not
            directly or  indirectly  promote or maintain a market for  Company's
            securities.  Timothy  J.  Connolly  will  provide  the  services  in
            conjunction  with  professionals  who  will  act  under  his  direct
            supervision.  The  Consultant  or his  professionals  shall  provide
            sixteen  hours of  consulting  monthly.  There shall be no credit or
            carrying  over of  unused  hours  from  month to  month.  Additional
            consulting  shall be billed at a minimum  charge of $2,500 per eight
            hour day.

      2.    Consideration

            2a.   Company  agrees  to  pay   Consultant,   as  its  fee  and  as
            consideration for services provided, $5,000 per month paid quarterly
            in advance for two eight hour days of services per month. Additional
            services  shall be  provided  at the rate of $2,500  per  additional
            eight hour day or part to be agreed to in writing.  No unused day or
            days may be carried over from one month to the next.  These payments
            will be made  in  cash  for a  period  of 24  months.  In the  event
            Consultant negotiates mergers,  acquisitions,  or share exchanges on
            behalf of the  Company,  an  additional  consideration  of 5% of the
            purchase   price  or  value  of   shares,   cash,   notes  or  other
            consideration  shall  be  paid  to  Consultant.  In  lieu  of  cash,
            Consultant  may elect to take common stock at 1/2 the closing  price
            of PJTG or Pro Squared, if applicable,  priced at the immediate last
            trading day's closing price of the company's common stock.


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<PAGE>

            2b. Upon signature of this agreement,  the Company grants Consultant
            fully  vested  warrants  for the right to purchase  up to  5,000,000
            shares of the common  stock of the  Company at the higher of 1/2 the
            closing  price as stated  above upon demand for three years from the
            date of this Agreement.

            2c.  Consultant  will not own more than 4.9% of the  Company  at any
            time, unless mutually agreed by Consultant and Company.  The Company
            shall not take any steps that  would  cause  Consultant  to ever own
            more than 4.9% of common  shares  outstanding  without  Consultant's
            specific prior written permission.

      All the shares and  underlying  the options or warrants  rights under this
Agreement are to be registered  upon demand by Consultant  under Form S-8 by the
Company.

3.    Expenses

      Company  agrees to reimburse  Consultant  for all reasonable out of pocket
expenses previously agreed in advance by Company, in writing, if over $500.

4.    Confidentiality

      Each Party  agrees that during the course of this  Agreement,  information
that is  confidential  or of a proprietary  nature may be disclosed to the other
party,  including,  but not limited to,  product and business  plans,  software,
technical processes and formulas,  source codes,  product designs,  sales, costs
and other unpublished financial information,  advertising revenues, usage rates,
advertising  relationships,   projections,  and  marketing  data  ("Confidential
Information").  Confidential  Information shall not include information that the
receiving party can  demonstrate  (a) is, as of the time of its  disclosure,  or
thereafter  becomes  part of the public  domain  through a source other than the
receiving  party,  (b) was  known to the  receiving  party as of the time of its
disclosure,  (c) is  independently  developed by the receiving  party, or (d) is
subsequently  learned from a third party not under a confidentiality  obligation
to the providing party.

5.    Late Payment

      Company shall pay to  Consultant  all fees within 10 days of the due date.
Failure of Company to finally pay any fees  within 10 days after the  applicable
due date  shall be  deemed  a  material  breach  of this  Agreement,  justifying
suspension of the performance of the "Services" provided by Consultant, and will
be sufficient  cause for immediate  termination of this Agreement by Consultant.
Any such suspension will in no way relieve Company from payment of fees, and, in
the event of  collection  enforcement,  Company  shall be  liable  for any costs
associated  with such  collection,  including,  but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.


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6.    Indemnification

      6a.  Company  Company  agrees  to  indemnify,  defend,  and hold  harmless
      Consultant, its directors, officers, employees, attorneys, and agents, and
      to defend any action brought  against said parties with respect to any and
      all claims,  demands,  causes of action,  debts or liabilities,  including
      reasonable  attorneys'  fees,  arising  out of work  performed  under this
      Agreement, including breach of Company of this Agreement, unless caused by
      the grossly negligent actions of Consultant.

      6b. Consultant

            Consultant  agrees to  indemnify,  defend,  and shall hold  harmless
      Company, its directors,  officers,  employees,  attorneys, and agents, and
      defend any action brought against same with respect to any claim,  demand,
      cause of action, debt or liability,  including reasonable attorneys' fees,
      to the extent that such an action  arises out of the gross  negligence  or
      willful misconduct of Consultant.

      6c. Notice

            In claiming any  indemnification  hereunder,  the indemnified  party
      shall promptly provide the  indemnifying  party with written notice of any
      claim,  which the indemnified party believes falls within the scope of the
      foregoing paragraphs. The indemnified party may, at its expense, assist in
      the defense if it so chooses,  provided that the indemnifying  party shall
      control such defense,  and all negotiations  relative to the settlement of
      any such claim.  Any  settlement  intended to bind the  indemnified  party
      shall not be final without the indemnified party's written consent,  which
      shall not be unreasonably withheld.

7.    Limitation of Liability

      Unless Consultant is found to be grossly  negligent  Consultant shall have
no liability with respect to  Consultant's  obligations  under this Agreement or
otherwise for consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the  possibility of such damages.  In any
event,  the liability of Consultant to Company for any reason and upon any cause
of action,  regardless of the form in which the legal or equitable action may be
brought,  including,  without limitation,  any action in tort or contract, shall
not  exceed  100% of the  cash  value of the  monthly  fee  paid by  Company  to
Consultant for the specific service provided that is in question.  The values of
any warrants  granted under this  Agreement are  specifically  excluded from the
cash value paid under the terms of this agreement.


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8.    Termination and Renewal

      (a) Term

            This  Agreement  shall  become  effective  on  October  1,  2004 and
      terminate two years hereafter.

      (b) Termination

            Either  Party  may  terminate  this  Agreement  if the  other  party
      materially breaches any of its representations,  warranties or obligations
      under  this  Agreement.  Except  as  may be  otherwise  provided  in  this
      Agreement,  such  breach by either  party will  result in the other  party
      being  responsible  to reimburse  the  non-defaulting  party for all costs
      incurred  directly as a result of the breach of this Agreement,  and shall
      be  subject  to  such  damages  as may be  allowed  by law  including  all
      attorneys' fees and costs of enforcing this Agreement.

      (c) Termination and Payment

            Consultant  shall have the right to terminate this agreement with 90
      days notice during its term.  Upon any  termination  or expiration of this
      Agreement,  Company shall pay all unpaid and outstanding  fees through the
      effective date of termination or expiration of this  Agreement.  Upon such
      termination,  Consultant  shall provide and deliver to Company any and all
      outstanding  services due through the effective  termination  date of this
      Agreement.

9.    Miscellaneous

      (a)   Independent Contractor

            This Agreement establishes an "independent  contractor" relationship
      between Consultant and Company.

      (b)   Rights Cumulative; Waivers

            The  rights  of  each  of  the  Parties  under  this  Agreement  are
      cumulative.  The  rights  of each of the  Parties  hereunder  shall not be
      capable  of being  waived or varied  other  than by an  express  waiver or
      variation in writing.  Any failure to exercise or any delay in  exercising
      any of such rights  shall not operate as a waiver or  variation of that or
      any other such right.  Any  defective  or partial  exercise of any of such
      rights  shall not  preclude  any other or further  exercise of that or any
      other such right.  No act or course of conduct or  negotiation on the part
      of any party shall in any way preclude such party from exercising any such
      right or constitute a suspension or any variation of any such right.


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      (c)   Benefit; Successors Bound

            This  Agreement and the terms,  covenants,  conditions,  provisions,
      obligations,  undertakings,  rights, and benefits hereof, shall be binding
      upon, and shall inure to the benefit of, the undersigned parties and their
      heirs,  executors,   administrators,   representatives,   successors,  and
      permitted assigns.

      (d)   Entire Agreement

            This  Agreement  contains the entire  Agreement  between the Parties
      with  respect  to the  subject  matter  hereof.  There  are  no  promises,
      Agreements,   conditions,   undertakings,    understandings,   warranties,
      covenants or representations, oral or written, express or implied, between
      them with  respect to this  Agreement  or the  matters  described  in this
      Agreement,  except as set forth in this Agreement.  Any such negotiations,
      promises,  or understandings  shall not be used to interpret or constitute
      this Agreement.

      (e)   Assignment

            Neither this  Agreement  nor any other  benefit to accrue  hereunder
      shall be assigned or  transferred  by either Party,  either in whole or in
      part,  without the written  consent of the other party,  and any purported
      assignment in violation  hereof shall be void.  The sole exception of this
      provision  shall be right of the  Consultant  to assign  this  contract in
      whole or in part to any entity or individual that is majority  supervised,
      owned or controlled  by the  Consultant  and the  Companies  obligation to
      assign this  agreement  to Pro  Squared,  Inc. if as and when it becomes a
      publicly traded company.  Consultant shall assign such  individuals  under
      his  direct  supervision  solely  as  he  deems  necessary  to  assist  in
      discharging his duties under this agreement.

      (f)   Amendment

            Only an instrument in writing executed by all the Parties hereto may
      amend this Agreement.

      (g)   Severability

            Each part of this  Agreement  is  intended to be  severable.  In the
      event that any provision of this  Agreement is found by any court or other
      authority of competent  jurisdiction to be illegal or unenforceable,  such
      provision  shall be severed or modified to the extent  necessary to render
      it  enforceable  and as so  severed  or  modified,  this  Agreement  shall
      continue in full force and effect.


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      (h)   Section Headings

            The Section  headings in this  Agreement are for reference  purposes
      only and shall not affect in any way the meaning or interpretation of this
      Agreement.

      (i)   Construction

            Unless  the  context  otherwise  requires,  when  used  herein,  the
      singular shall be deemed to include the plural, the plural shall be deemed
      to include each of the singular, and pronouns of one or no gender shall be
      deemed to include the equivalent pronoun of the other or no gender.

      (j)   Further Assurances

            In addition to the  instruments  and documents to be made,  executed
      and  delivered  pursuant to this  Agreement,  the parties  hereto agree to
      make, execute and deliver or cause to be made, executed and delivered,  to
      the requesting party such other instruments and to take such other actions
      as the requesting  party may reasonably  require to carry out the terms of
      this Agreement and the transactions contemplated hereby.

      (k)   Notices

            Any notice which is required or desired under this  Agreement  shall
      be  given  in  writing  and may be sent by  personal  delivery  or by mail
      (either a. United States mail,  postage prepaid,  or b. Federal Express or
      similar  generally  recognized  overnight  carrier),  addressed as follows
      (subject to the right to designate a different address by notice similarly
      given):

      To Company:

      The Project Group
      333 N. Sam Houston Pkwy. East, Ste. 275
      Houston, Texas  77060
      281-445-3333

      To Consultant:

      Timothy J. Connolly
      1770 St. James Place, Suite 116
      Houston, TX  77057
      713-621-2737


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      (l)   Arbitration Clause

            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.

      (m)   Governing Law

            This  Agreement  shall be governed by the  interpreted in accordance
      with the laws of the State of Texas without  reference to its conflicts of
      laws rules or  principles.  Each of the parties  consents to the exclusive
      jurisdiction  of the  federal  courts of the State of Texas in  connection
      with any dispute  arising under this Agreement and hereby  waives,  to the
      maximum extent  permitted by law, any  objection,  including any objection
      based on forum non  coveniens,  to the bringing of any such  proceeding in
      such jurisdictions.

      (n)   Consents

            The person  signing  this  Agreement  on behalf of each party hereby
      represents  and  warrants  that he has the  necessary  power,  consent and
      authority to execute and deliver this Agreement on behalf of such party.

      (o)   Survival of Provisions

            The  provision(s)  contained  in this  Agreement  shall  survive the
      termination of this Agreement for one year from date of termination.

      (p)   Execution in Counterparts

            This Agreement may be executed in any number of  counterparts,  each
      of which  shall be  deemed an  original  and all of which  together  shall
      constitute one and the same Agreement.


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      IN WITNESS WHEREOF,  the Parties have caused this Agreement to be executed
and have agreed to and accepted the terms herein on the date written above.

The Project Group


/s/ Craig Crawford
-----------------------------
BY: Craig Crawford
ITS: CEO

Consultant


/s/ Timothy J. Connolly
----------------------------
BY: Timothy J. Connolly
ITS: President


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                                    EXHIBIT A

SERVICES

1)    Consultant  shall  provide  two eight (8) hour  workdays  per month of the
      following services pursuant to the terms of this Agreement:

      A.    General management strategic consulting services,  including but not
            limited  to:

            1)    Advising on corporate structure;

            2)    Advising on marketing; and

            3)    Developing strategic alliances.

            4)    Implementation of financial systems, structures and controls

            5)    Retaining  Internet traffic  engineering  services to increase
                  sales and brand identity as shown on the attached Exhibit B

            6)    Retaining  of  appropriate  executive,  legal  and  accounting
                  personnel for the Company

      B.    Consulting  on matters  of the board of  directors  of the  Company,
            including but not limited to:

            1)    assisting  the board of directors in  developing  policies and
                  procedures; and

            2)    assisting  the board of  directors  of the Company in mergers,
                  acquisitions, and other business combinations.

      The above services will be further defined and delineated by the Company's
board of directors from time to time as necessary. However, Consultant shall not
perform any services  directly in  connection  with the offer or sale of Company
securities,  financings,  or any services in connection with securities or which
directly or indirectly  promote or maintain a market for  Company's  securities.
Any such  services  must be provided by others under a separate  Agreement  with
separate compensation.


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                                    EXHIBIT B

                    Internet Traffic Engineering Services To
                        Increase Sales and Brand Identity
          ------------------------------------------------------------

Summary:

Traffic Engineering  increases sales and public awareness of companies and their
web sites.  Services  combine  proven  Internet sales  techniques  with branding
identity, development and corporate sales communications programs.

We identify  your  Internet  audience and develop a sales message that they will
respond to. Your  message is built into your web site along with  structure  and
functionality that drives visitors through the site to take action.

Then we build  numerous  "e-highways"  that drive traffic to your site.  This is
accomplished by customizing  proven e-commerce sales techniques to work for your
Company.

Applying  web search  methods  that  deliver  your message and increase web site
traffic   increases  sales  results.   Effectiveness  is  enhanced  with  direct
distribution  to  targeted  sources  that are  interested  in what  you do.  Our
programs generate exposure featuring your Company,  your team, your products and
the solutions you provide.

Traffic  Engineering builds roads that drive customers to your site. These roads
and the traffic they produce remain in place, benefiting your Company long after
our services are completed.

                          Web Site Enhancement Services

1)    Perform effectiveness analysis and review of Company sites:

2)    Present options to enhance site structure,  layout and content in order to
      develop an  effective  web site  designed to present the  Company,  create
      action, generate sales and produce increased public awareness

3)    Provide and  incorporate  new pages and content as needed to enhance  site
      image, functionality and effectiveness.  New pages to be developed include
      (but are not limited to); Corporate Profile,  Growth Plan,  Management and
      News


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                      Customer Identification, Branding and
                       Sales Message Presentation Services

1)    Identify  the  Company's  potential  Internet  audience   including;   new
      customers to reach, main sales base,  solutions offered,  funding sources,
      effective sales message, possible Joint Venture avenues

2)    Develop  branding  identity,   sales  messages  and  strategies  to  reach
      identified Internet audiences

                       Search Engine Optimization Services
                      For Top Rankings On Google and Yahoo

1)    Perform  market  research to determine "Key Words" that customers will use
      to find the Company

2)    Multiply top key word  rankings by inserting  specially  designed  sets of
      META tag code into all of the Company's site page

3)    Advise  on  site  page  structure   designed  to  maximize  search  engine
      placements

4)    Submit site pages to Major Search  Engines and selected  specialty  Search
      Engines

5)    Obtain top Search Engine rankings

6)    Maintain  top   positions  by   monitoring,   adjusting   and   conducting
      re-submission programs

                Brand Development and Sales Information Services

1)    Produce Media Coverage Featuring Your Products, Solutions, Management Team
      and Corporate Growth Plan

2)    Utilize  proven  media  editor  and  writer  contact  programs  to locate,
      communicate and produce free, independent media coverage.

                    Pop Under Sales and Branding Campaign To
                       Reach 1,000,000 Plus New Prospects

1)    Build  attention  grabbing  gateway  pages  that  lead  viewers  into  the
      Company's web sites

2)    Conduct "Pop-Under" advertisement program featuring gateway pages

3)    Monitor and track results to select optimum gateway page

4)    Continue running "Pop Under" advertisement campaign using top gateway page

5)    Conduct advertisement program to reach 1,000,000 plus new, unique visitors
      and prospective customers


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