Exhibit 10.5


                          GULF EXPLORATION CONSULTANTS, INC.
                                 10 Rockefeller Plaza
                                      Suite 1012
                              New York, New York  10020


                                        July 10, 1996


          Osprey Investments, Inc.
          One Independent Drive
          Suite 2201
          Jacksonville, Florida  32202
          Attn:  Bruce Smathers, President

          Gentlemen:

                    This letter sets forth the terms of the understanding
          between Gulf Exploration Consultants, Inc., a Delaware
          corporation ("GEC"), and Osprey Investments, Inc. ("Osprey")
          regarding certain loans made and to be made by Osprey to GEC, the
          proceeds of the new loans to be used by GEC for the payment of
          certain of its outstanding legal and accounting fees and for
          working capital.

                    1.   Pursuant to Paragraph 1 of a Letter Agreement,
          dated as of December 22, 1995 (the "Letter Agreement"), among
          GEC, Osprey, Dennis Mensch and Minmet plc, a republic of Ireland
          corporation, Osprey agreed to lend to GEC one-half of the funds
          as necessary to pay 74.6% of the total accounting and legal fees
          of GEC existing at November 15, 1995 or $31,732 upon the
          consummation of a Recapitalization (as defined in the Letter
          Agreement).  The Recapitalization became effective on June 17,
          1996.

                    2.   In order to fulfill its obligations under the
          Letter Agreement, Osprey is loaning GEC $15,866 on the following
          terms: (i) $5,000 upon the execution of this letter agreement,
          and (ii) the remaining $10,866 in five monthly installments of
          $2,173.20 payable on the first day of each month commencing with
          the first payment on August 1, 1996 and ending with the last
          payment on December 1, 1996.  All amounts loaned to GEC pursuant
          to this paragraph shall become due and payable by GEC on July 1,
          1997, together with interest on the outstanding principal amount
          at the rate of 7% per annum provided, however, that GEC shall
          prepay all amounts advanced to it immediately upon the
          acquisition by any person through a business combination or
          otherwise of a controlling interest in GEC, all as set forth in
          the new note (the "Note") attached hereto.

                    3.   In order to provide GEC with a portion of its
          working capital sufficient to fund GEC until an appropriate
          business opportunity is found and a business combination related
          thereto is effected, Osprey agrees to lend GEC an additional
          $10,000 on the following terms:  (i) $5,000 upon execution of
          this letter agreement, and (ii) any and all of the balance as
          requested by the Board of Directors of GEC.  All amounts loaned
          pursuant to this paragraph shall be added to the principal amount
          of the Note.  If GEC thereafter requires additional funds for
          working capital purposes, Osprey may loan such additional funds
          to GEC to the extent that Osprey and GEC agree to such additional
          loans.   

                    4.   GEC acknowledges receiving from Osprey the return
          of the GEC promissory note, dated February 21, 1995, in the
          principal amount of $100,000 (the "Original Note").  GEC agrees
          to promptly instruct its transfer agent to issue to Osprey a
          certificate for 438,040 shares (the "Shares") of GEC Common
          Stock, as provided for in the Letter Agreement in exchange for
          the Original Note.

                    5.   GEC represents that there is no proceeding pending
          or, to the knowledge of GEC, threatened against GEC, which, if
          adversely determined, would have a material adverse effect on
          GEC's ability to perform its obligations hereunder or under the
          Note.

                    6.   Osprey acknowledges that the Shares have not been
          registered under the Securities Act of 1933, as amended, and that
          the certificates for the Shares will contain restrictive legends
          and stop orders against the Shares referring to the restrictions
          on sale or transfer thereof under such Act.  Osprey represents
          that it is aware of the current operations, prospects and
          financial condition of GEC as described in GEC's Proxy Statement,
          dated June 6, 1996, Annual Report on Form 10-K for the year ended
          December 31, 1995 and Quarterly Report on Form 10-Q for the
          quarter ended March 31, 1996.

                    7.   Osprey acknowledges that GEC has not taken the
          actions described under the captions "Convertibility of Preferred
          Stock," "Issuance of Preferred," "The Recapitalization," and "The
          Placement" of the Term Sheet delivered to Osprey on or before
          Osprey's acquisition of the Original Note (the "Term Sheet").  In
          consideration of the issuance to Osprey of the Shares, Osprey
          hereby waives any claims or demands that it may have against GEC,
          its officers, directors, employees, agents and representatives
          with respect to any rights to Preferred Stock of GEC that it may
          have had under its subscription for the Original Note or the Term
          Sheet.

                    8.   This letter agreement shall be governed by the
          laws of the State of New York.

                    9.   This letter agreement constitutes the entire
          agreement between the parties hereto with respect to the subject
          matter hereof, superseding all prior written or oral agreements,
          and cannot be amended, modified or terminated except pursuant to
          a writing executed by the parties hereto.  

                    10.  This letter agreement may be executed in multiple
          counterparts, each of which shall be deemed an original, and all
          of which together shall constitute one and the same document.

                    Please confirm that this letter correctly sets forth
          our agreement with respect to the matters stated herein by
          signing, dating and returning this letter to us.

                                        Very truly yours,

                                        GULF EXPLORATION CONSULTANTS,
                                         INC.

                                        By:  /s/ L. George Rieger
                                           -------------------------------
                                            Name:  L. George Rieger
                                            Title: President

          AGREED AND ACCEPTED THIS
          10TH DAY OF JULY, 1996

          OSPREY INVESTMENTS, INC.

          By: /s/ Bruce Smathers
             ---------------------------
             Name:   Bruce Smathers
             Title:  President