Exhibit 10.2

                           CONOCOPHILLIPS ALASKA, INC.

                              CONTRACT NO. AK990156

                                AMENDMENT NO. 03

              EXTEND TERM, INCREASE NOT-TO-EXCEED VALUE AND UPDATE
                                  COMPENSATION


This Amendment, effective as of February 1, 2003, is entered into by and between
ConocoPhillips Alaska, Inc., a Delaware corporation with offices in Anchorage,
Alaska ("ConocoPhillips"), and Profile Technologies, Inc., a corporation with
offices in Hamilton, Montana ("Contractor").

WHEREAS, ConocoPhillips and Contractor entered into Contract No. AK990156 ("the
Contract"), effective June 1, 1999; and

WHEREAS, ConocoPhillips and Contractor desire to amend the Contract to extend
term, increase not-to-exceed value and update compensation;

NOW, THEREFORE, the parties hereto agree to amend the Contract as follows:

     Reference the Contract, Section I, Statement of Work:

          Please delete page I-1, annotated as Amendment No. 2, and replace it
          with the attached Y as Amendment No. 03, which extends the contract's
          term.

     Reference the Contract, Section II, Compensation and Payment Provisions:

          Please delete pages II-1 and II-2, annotated as Amendment No. 2, and
          replace them with the attached pages II-1 and II-2, annotated as
          Amendment No. 03, which updates compensation and increases the
          not-to-exceed value.

  Additionally, this Contract shall reflect that effective September 12, 2002,
  Phillips Alaska, Inc. became ConocoPhillips Alaska, Inc.

Except as modified or changed herein, all terms and conditions of the original
Contract shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as
of the date and year first above written.

ConocoPhillips Alaska, Inc.               Profile Technologies, Inc.

By:                                       By:

Signature: /s/ R. D. Collins              Signature: Joseph Galbraith
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Name: R. D. Collins                       Name: Joseph Galbraith
------------------------------------      --------------------------------------

Title: Supervisor, Contracts              Title: VP Field Operations
------------------------------------      --------------------------------------

Date: 18 March 03                         Date: April 8, 2003
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                                                          Contract No. AK99-0156
                                                                Amendment No. 03
<PAGE>

                           CONOCOPHILLIPS ALASKA, INC.

                              CONTRACT NO. AK990156

                                 PIPE INSPECTION

This Contract, effective September 15, 1999, is entered into by and between
ConocoPhillips Alaska, Inc., a Delaware corporation with offices in Anchorage,
Alaska ("ConocoPhillips"), and Profile Technologies, Inc., a Delaware
corporation with offices in Rosylyn, New York ("Contractor").

                                   WITNESSETH:

For the consideration set forth below, ConocoPhillips and Contractor hereby
agree as follows:

                          SECTION I - STATEMENT OF WORK

1.   SCOPE OF WORK                                              (11.1.1) (12/93)

     Contractor, in a good, safe, environmentally sound, and workmanlike manner
     and to the satisfaction of ConocoPhillips, shall furnish all labor,
     materials, tools, equipment, supervision, insurance, transportation, and
     incidentals, except as specified herein to be provided by ConocoPhillips,
     and shall do all things necessary to provide pipe inspection, hereinafter
     "Work," as further described herein. All Work shall be performed in
     accordance with the terms, conditions and other requirements of this
     Contract.

2.   DESCRIPTION OF WORK                                                (11.5.1)

     Contractor shall provide personnel and equipment to perform inspection
     services in support of ConocoPhillips' piping inspection program on the
     North Slope of Alaska. Services shall be performed as requested and
     directed by ConocoPhillips.

3.   CONTRACT TERM (12.5.2)                                               (5/93)

     This Contract shall be effective as of the day and year first above written
     and shall expire on January 31, 2005.

4.   PHILLIPS-FURNISHED TRANSPORTATION FOR NORTH SLOPE LOCATIONS
                                                                (14.10.1) (5/93)

     a.   Air Transportation

          For Contractor personnel performing Work at Alaska North Slope
          locations, ConocoPhillips will provide air transportation for
          personnel and up to 100 pounds of personal effects and tools per
          person, with a limit of 70 pounds per container, between Anchorage or
          other Alaska locations designated by ConocoPhillips, and Kuparuk, as
          required for the performance of Work. However, ConocoPhillips will not
          provide air transportation for the following Contractor personnel:

          i.   Personnel not directly assigned to the Work and whose time is not
               billable hereunder; or

          ii.  Personnel available for work at the North Slope without need of
               air transportation.

                                       I-1
                                                          Contract No. AK99-0156
                                                                Amendment No. 03
<PAGE>

                SECTION II - COMPENSATION AND PAYMENT PROVISIONS

1.   COMPENSATION                                                (20.1.1) (7/85)

     Contractor shall be compensated as set forth herein for Work performed in
     accordance with this Contract. Said compensation shall constitute payment
     in full for performance of Work, for all responsibilities and obligations
     of Contractor under this Contract, for all loss or damage arising out of
     performance of Work, and for all risks of every description connected with
     the Work, except as may be otherwise expressly provided in this Contract.

2.   PRICES, FIXED RATES AND REIMBURSABLE COSTS                 (20.15.1) (7/94)

     ConocoPhillips shall compensate Contractor for goods and services
     satisfactorily delivered or performed and accepted by ConocoPhillips by
     payment of Prices, Fixed Rates and Reimbursable Costs set forth herein.
     Prices, Fixed Rates and Reimbursable Costs shall constitute payment in full
     for all of Contractor's costs of whatever nature and profit for
     accomplishing the Work, including, but not limited to, all costs of labor,
     supervision, facilities, equipment, materials, supplies, taxes, insurance,
     overhead, and general and administrative expenses.

     The following costs shall not be Reimbursable Costs hereunder:

     i.   Costs not expressly identified as Reimbursable Costs herein;

     ii.  Any costs which Contractor fails to demonstrate have been incurred in
          the performance of Work;

     iii. Any costs which Contractor fails to substantiate as reasonable by
          application of established Contractor operating procedures or
          policies, generally accepted industry practices or Contract terms and
          conditions; and

     iv.  Any costs incurred without advance approval by ConocoPhillips when
          such approval is required by this Contract.

     Except as otherwise expressly provided herein, Prices and Fixed Rates shall
     remain firm for all Work performed hereunder.

3.   PAYMENT SCHEDULE                                           (20.35.1) (8/94)

     The following provisions shall apply to all costs and charges invoiced
     hereunder:

     3.1  Contractor's Rates

          i.   Mobilization/Demobilization of personnel and equipment at actual
               cost as documented by receipts.

          ii.  $850 for each pipe when ConocoPhillips truck is used, and $870
               for each pipe when Contractor truck is used.

          iii. Standby charge of $940 per crew per shift if access to the piping
               is not possible due to weather or other events that are beyond
               the control of Contractor's personnel. No standby will be charged
               if inspection is not possible due to Contractor's equipment
               malfunction.

          iv.  Drillsite Flow Line Inspection @ $3,500/shift.

                                      II-1
                                                          Contract No. AK99-0156
                                                                Amendment No. 03
<PAGE>

     3.2  Contract Value

          The maximum amount payable by ConocoPhillips under this Contract, for
          all the Work performed hereunder, is set forth below:

                         Not to Exceed Value: $2,000,000

          Contractor shall notify the ConocoPhillips Representative or his
          designee when Work charges totaling 75% of the Not to Exceed Value
          have been reached.

          Contractor is not authorized to incur, and ConocoPhillips shall not be
          obligated to pay, in excess of the "Not to Exceed Value" set forth
          above without prior written approval by ConocoPhillips. Such
          ConocoPhillips approval shall be in the form of a written amendment to
          this Agreement.

     3.3  Third Party Materials, Supplies and Equipment, Purchased or Rented

          The actual, reasonable cost with no mark-up of materials, supplies and
          equipment purchased or rented from third parties (not including
          Contractor's affiliates, subsidiaries, parent company or any other
          related party), approved by ConocoPhillips, shall be Reimbursable
          Costs hereunder:

          i.   Less any applicable discounts;
          ii.  Plus applicable sales and related taxes; and
          iii. Freight, at cost.

     3.4  Air Transportation for North Slope Locations

          If ConocoPhillips-furnished air transportation is not provided, the
          actual, reasonable cost, with no mark-up, of coach class air
          transportation for the most direct available route between Anchorage
          or other ConocoPhillips designated location(s) and Deadhorse for
          Contractor's personnel directly assigned to the Work shall be
          Reimbursable Costs, subject to the following conditions:

          i.   All commercial air travel must have prior ConocoPhillips
               approval;
          ii.  Contractor shall be responsible for its commercial reservations
               and ticket purchases; and
          iii. Charges for travel related to both ConocoPhillips and other
               clients shall be prorated on an equitable basis.

     3.5  Travel and Temporary Living Expenses

          Except as may be stipulated herein for remote and North Slope
          ConocoPhillips locations, the actual reasonable costs, with no
          mark-up, of travel and temporary living expenses paid by Contractor to
          its employees directly assigned to the Work, during the time they are
          on business travel or temporary assignment in furtherance of the Work,
          shall be Reimbursable Costs subject to the following conditions:

          i.   The purpose for which such expenses are incurred must have prior
               ConocoPhillips approval;
          ii.  ConocoPhillips-furnished transportation, meals and/or lodging
               must not be reasonable available;

                                      II-2
                                                          Contract No. AK99-0156
                                                                Amendment No. 03