Exhibit 10.6


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



                                        July 10, 1996


          Mr. Dennis Mensch
          300 East 75th Street
          Apt 29N
          New York, New York  10021

          Gentlemen:

                    This letter sets forth the terms of the understanding
          between Gulf Exploration Consultants, Inc., a Delaware
          corporation ("GEC"), and Dennis Mensch ("Mensch") regarding
          certain loans made and to be made by Mensch 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 Investments, Inc. (formerly DRM&S Inc.), Mensch and
          Minmet plc, Mensch 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 his obligations under the
          Letter Agreement, Mensch is loaning $15,866 to GEC, which loan
          shall become due and payable by GEC on July 1, 1997, together
          with interest at the rate of 7% annum, provided, however, that
          GEC shall prepay the outstanding principal and accrued interest
          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 ("Note") attached hereto.

                    3.   In order to provide GEC with some short-term
          working capital, Mensch agrees to lend GEC an additional $10,000. 
          This $10,000 shall be part of the Note.  

                    4.   GEC acknowledges receiving from Mensch 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 Mensch 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.   Mensch 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.  Mensch represents
          that he 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.   Mensch 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 Mensch on or before
          Mensch's acquisition of the Original Note (the "Term Sheet").  In
          consideration of the issuance to Mensch of the Shares, Mensch
          hereby waives any claims or demands that he may have against GEC,
          its officers, directors, employees, agents and representatives
          with respect to any rights to Preferred Stock of GEC that he may
          have had under his 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


          /s/ Dennis Mensch
          -----------------------------------
                    DENNIS MENSCH