FULLER, TUBB, POMEROY & STOKES
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW
                      201 ROBERT S. KERR AVENUE, SUITE 1000
                            OKLAHOMA CITY, OK 73102
G.  M.  FULLER  (1920-1999)                             TELEPHONE  405-235-2575
JERRY  TUBB                                             FACSIMILE  405-232-8384
DAVID  POMEROY
TERRY  STOKES
  ---------

OF  COUNSEL:
MICHAEL  A.  BICKFORD
THOMAS  J.  KENAN
ROLAND  TAGUE
BRADLEY  D.  AVEY

                                November 22, 2002




John  M.  Hartz,  Senior  Assistant  Chief  Accountant
Division  of  Corporation  Finance
Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.,  Mail  Stop  0404
Washington,  D.C.   20549-0404

ATTENTION  DON  CAVERN

     Re:  Consortium  Service  Management  Group,  Inc.
          File  No.  0-27359
          Form  10-KSB  for  the  year  ended  12-31-01
          Forms  10-QSB  for  the  interim  periods ended 03-31-02, 06-30-02 and
            09-30-02

Dear  Mr.  Hartz  and  Mr.  Cavern:

     With  regard  to  Mr.  Hartz's  comment letter dated November 14, 2002 with
regard  to  the  referenced  filings,  we are today filing with the Commission -

     - Amendment No. 2 to  Form 10-KSB for the Year Ended December 31, 2001, and

     - Amendment No. 1 to Form 10-QSB for the Interim Period Ended September 30,
       2002.

     The  following sets forth the registrant's replies to the numbered comments
in  your  November  14,  2002  letter:

Forms  10-QSB
-------------

     1.     This comment was directed to "future filings, including your 9/30/02
Form  10-QSB."  We  have amended and expanded the textual matter under "Outlook"

<PAGE>
John M. Hartz                           2                      November 22, 2002


on  page  10  of the registrant's Amendment No. 1 to Form 10-QSB for the interim
period  ended  09-30-02.  We  have  added  as  Exhibit  10.19  the gas marketing
agreement.

     2.     On  page 10, under "Outlook," of Amendment No.1 to the 09-30-02 Form
10-QSB,  it  is  disclosed  that  the  CO2  separator  project is expected to be
operational  by  December  22,  2002  and  that  the registrant will commence to
depreciate  the  equipment  over  a  15-year  period  when  operations commence.

     3.     We  have  filed  Amendment  No.  2 to Form 10-KSB for the Year Ended
12-31-01 in which, in Note 4 to Financial Statements on page 30, the information
required  by  Item  310(b)(2)(iii) to Regulation S-B for UEC has been amended to
include all the information required by such subsection.  In our Amendment No. 1
to the 09-30-02 Form 10-QSB, we have added Note 3 to the Financial Statements on
page  8  in  which  this required information has been added for Q3 2002 and the
first  nine  months  of  2002.

Form  10-KSB/A  December  31,  2001
-----------------------------------

Item  1.  Description  of  Business
-----------------------------------

     4.     In  Amendment  No.  2 to Form 10-KSB for the Year Ended December 31,
2001,  which  we  are  now  filing,  on  page 1 under "Description of Business -
Business Development" we have amended the second and fifth paragraphs to reflect
the  reduction  from  50  percent to 33 percent of the registrant's ownership of
United  Engineering  Company.

Electronic  Submissions
-----------------------

     5.     Our  replies  herein  to  the  comments  are cross-referenced to the
numbered  comments.

     6.     Our  replies  are  in  electronic  format.

     Please  contact  the  undersigned at 405-235-2575 (telephone), 405-232-8384
(fax),  or  kenan@ftpslaw.com  should you need clarification of any of the above
replies  to  your  comments or have other matters to discuss with regard to this
filing.

                               Sincerely,

                              /s/  Thomas  J.  Kenan

                              Thomas  J.  Kenan
                              e-mail:  kenan@ftpslaw.com
Attachments

cc:  Donald  Robbins
     Gordon  Allison
     Gary  Skibicki,  C.P.A.


<PAGE>

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         AMENDMENT NO. 1 TO FORM 10-QSB

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2002

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from ________ to ________


                    Consortium Service Management Group, Inc.
             (Exact name of registrant as specified in its charter)

     Texas                          0-27359                         74-2653437
  (state of                 (Commission File Number)               (IRS Employer
incorporation)                                                      I.D. Number)


                   500 North Shoreline Drive, Suite 701 North
                            Corpus Christi, TX 78471
                                  512-887-7546
            -------------------------------------------------------
            (Address and telephone number of registrant's principal
               executive offices and principal place of business)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding twelve months (or for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.  Yes  [X]     No  [ ]

As  of November 13, 2002, there were 6,934,112 shares of the Registrant's Common
Stock,  par  value  $0.001,  outstanding.

Transitional  Small Business Disclosure Format (check one):  Yes [ ]   No [X]






<PAGE>


<PAGE>


                         PART I - FINANCIAL INFORMATION



Item  1.          Financial  Statements
                                                                            Page
                                                                            ----
Consolidated  Balance  Sheet  September  30,  2002  (Unaudited)
       and  December  31,  2001                                                3
Consolidated  Statement of Operations (Unaudited)                              5
Consolidated  Statement of Cash Flows (Unaudited)                              6
Consolidated  Statement  of  Stockholders'  Equity  Nine  Months
     Ended  September  30,  2002  (Unaudited)                                  7
Notes  to  Financial  Statements                                               8

























                                        2

<PAGE>

           CONSORTIUM SERVICE MANAGEMENT GROUP, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                               Sept. 30, 2002      Dec. 31, 2001
                                               --------------      -------------
                                                 (Unaudited)
Current  Assets
---------------
<S>                                             <C>                <C>
Cash                                            $     29,543       $     14,397

Fixed  Assets
-------------
Furniture  and  Fixtures                              61,409             61,409
  Less:  Accumulated  Depreciation                   (49,244)           (43,461)
                                                ------------       ------------
          Total Fixed Assets                    $     12,165       $     17,948


Other  Assets
-------------
Investment  -  United  Engineering  Co.              286,081            371,336
Investment  -  CO2  Equipment                        906,031            607,250
Tissue  Bonding  Patent                               51,364             28,979
  Less:  Accumulated  Amortization                    (1,087)              (966)
Employee  Advance                                     49,995
Organization  Expense                                    424
                                                ------------       ------------

          Total  Other Assets                   $  1,292,808       $  1,006,599
                                                ------------       ------------

          Total  Assets                         $  1,334,516       $  1,038,944
                                                ============       ============
</TABLE>



              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                          INTERIM FINANCIAL STATEMENTS.

                                        3
<PAGE>

           CONSORTIUM SERVICE MANAGEMENT GROUP, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (Continued)


                                  LIABILITIES
                                  -----------

<TABLE>
<CAPTION>
                                               Sept. 30, 2002      Dec. 31, 2001
                                               --------------      -------------
                                                 (Unaudited)
Current  Liabilities
--------------------
<S>                                             <C>                <C>
Accounts  Payable                               $     69,764       $     84,169
Interest  Payable                                    272,148            179,538
Payroll  Taxes  Payable                                                  22,659

Notes  Payable  to  Stockholders                   2,248,528          1,655,777
                                                ------------       ------------

          Total  Current  Liabilities           $  2,590,440       $  1,942,143


Minority  Interest  in  Consolidated
  Subsidiary                                         206,000            206,000


                        Stockholders' and Members' Equity
                        ---------------------------------

Common  Stock  $.001  par  value,  40,000,000
shares  authorized;  6,942,500  shares  issued
and  outstanding  at  September  30,  2002
and  6,199,000  issued  and  outstanding  at
December  31,  2001                             $      6,943       $      6,199

Additional  Paid  in  Capital                      4,285,500          3,748,807

Accumulated  Other  Comprehensive  (Loss)           (340,755)          (343,187)

Accumulated  (Deficit)                            (5,413,612)        (4,521,018)

          Total  Stockholders'  Equity            (1,461,924)        (1,109,199)
                                                ------------       ------------

          Total  Liabilities  and
            Stockholders'  Equity               $  1,334,516       $  1,038,944
                                                ============       ============
</TABLE>





              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                          INTERIM FINANCIAL STATEMENTS.

                                        4

<PAGE>

           CONSORTIUM SERVICE MANAGEMENT GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                      July 1, 2002 -   July 1, 2001 -   Jan. 1, 2002 -   Jan. 1,  2001 -
                      Sept. 30, 2002   Sept. 30, 2001   Sept. 30, 2002   Sept. 30, 2001
                      --------------   --------------   --------------   --------------
<S>                   <C>              <C>              <C>              <C>
Revenue               $         -      $         -      $         -      $        100
Cost of Goods Sold              -                -                -             5,000
                      -----------      -----------      -----------      ------------
Gross Profit (Loss)             -                -                -            (4,900)
General and
  Administrative
  Expenses               618,655           161,119          775,909         1,371,874
  Funded R & D                 -                 -                -                 -
  Cost of Funded
    R & D                 29,315            12,680           29,315            32,734
  Net R & D Cost          29,315            12,680           29,315            32,734
                      -----------      -----------      -----------      ------------
Operating  (Loss)       (647,970)         (173,799)        (805,224)       (1,409,508)
Interest  Income             150               821              156               912
Interest in Income
  (Loss)  of
  Unconsolidated
  Companies               18,400           120,015          (87,526)         102,067
                      -----------      -----------      -----------      -----------
  Income (Loss)
    From Continuing   $ (629,420)      $   (52,963)     $  (892,594)    $ (1,306,529)
  Operations
Basic  and  Diluted
  (Loss) Per Share         (0.10)            (0.01)           (0.14)           (0.25)
Weighted average
  common  Shares
  outstanding Basic
  and  Diluted         6,570,750 SHS     5,210,509  SHS   6,322,917  SHS   5,186,365 SHS
</TABLE>



              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                          INTERIM FINANCIAL STATEMENTS.

                                        5
<PAGE>

           CONSORTIUM SERVICE MANAGEMENT GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                      July 1, 2002 -   July 1, 2001 -   Jan. 1, 2002 -   Jan. 1,  2001 -
                      Sept. 30, 2002   Sept. 30, 2001   Sept. 30, 2002   Sept. 30, 2001
                      --------------   --------------   --------------   --------------
<S>                   <C>              <C>              <C>              <C>
Cash  Flows  From
Operating  Activities
---------------------
Net  (Loss)           $   (629,420)    $    (52,963)    $   (892,594)    $ (1,306,529)
Dividends from
  Investees                      -                -           11,200                -
UEC  Adjustment            (11,039)               -          (11,039)           8,155
Depreciation  and
  Amortization               1,928            4,006            5,904           12,018
Increase (Decrease)
  Accounts  Payable        (14,405)               -          (14,405)               -
Increase (Decrease)
  Accrued  Interest              -           27,095           92,610           81,285
Increase (Decrease)
  Taxes  Payable           (22,659)         (29,750)         (22,659)         (23,896)
Equity (Income) Loss
  from  Investees          (18,400)        (120,015)          87,526         (102,067)
Compensation  for
  Common  Stock                  -                -                -          756,690
Interest for Common
  Stock                    318,686                -          318,686                -
                      ------------     ------------     ------------     ------------
Cash Flows from
  Operating
  Activities          $   (375,309)    $   (171,627)    $   (424,771)    $   (574,344)
Cash  Flows  from
  Investing Activities
 ---------------------
Purchase  Equipment       (302,781)        (283,911)        (301,166)        (535,596)
Increase  Patent           (20,000)          (1,787)         (20,000)          (1,787)
Employee  Advance
  Increase  (Dec)          (41,000)         (18,522)         (49,995)         (64,956)
Investment  in
  Subsidiary                  (424)               -             (424)            (320)
                      ------------     ------------     ------------     ------------
Cash  flow  from
  Investing
  Activities          $   (364,205)    $   (304,220)    $    (371,585)   $   (602,659)

Cash  Flows  From
  Financing Activities
 ---------------------
Increase  (Decrease)
  Notes  Payable           549,347          380,500           592,751         485,500
Sell  Stock                218,751              145           218,751         220,145
Increase  (Decrease)
  Accounts  Payable              -                -                 -               -
Increase Paid in
  Capital                        -           90,213                 -         268,741
Increase Minority
  Interest  in
  Consolidated
  Subsidiary
  (Decrease)                     -          (20,000)               -          206,000
                      ------------     ------------     ------------     ------------
Cash Flows From
  Financing
  Activities          $    768,098     $    450,858     $    811,502     $  1,180,386

Net Increase
  (Decrease) Cash           28,584          (24,989)          15,146            3,383
Cash Beginning
  of Period                    959           29,864           14,397            1,492
Cash End of Period    $     29,543     $      4,875     $     29,543     $      4,875
</TABLE>


              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                          INTERIM FINANCIAL STATEMENTS.

                                        6
<PAGE>

           CONSORTIUM SERVICE MANAGEMENT GROUP, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                             Number of      Par    Add'l Paid     Accumulated other    Accumulated
                           Common Shares   Value   in  Capital  Comprehensive Deficit     Deficit       Total
                           -------------  ------   -----------  ---------------------  ------------  -------------
<S>                           <C>         <C>      <C>               <C>               <C>           <C>
Balance January 1, 2002       6,199,000   $6,199   $ 3,748,807       $ (343,187)       $(4,521,018)  $(1,109,199)

Issue $318,686 in Common
  Stock  for  Interest          318,686      319       318,367                -                  -       318,686

Sell  Common  Stock             424,814      425       218,326                -                  -       218,751

Net (Loss) Jan. 1, 2002-
  September  30, 2002                 -        -             -                -           (892,594)     (892,594)

Other  Comprehensive
  (Loss)  Gain                        -        -             -            2,432                  -         2,432
                              ---------   ------   -----------       ----------        -----------    -----------
Balance September 30, 2002    6,942,500   $6,943   $ 4,285,500       $ (340,755)       $(5,413,612)  $(1,461,924)
</TABLE>












              THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                          INTERIM FINANCIAL STATEMENTS.

                                        7

           CONSORTIUM SERVICE MANAGEMENT GROUP, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS


                                     NOTE 1
                              BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly,  they  do not include all of the information and footnotes required
by  generally  accepted accounting principles for complete financial statements.
In  the  opinion  of management, all adjustments considered necessary for a fair
presentation  have  been  included.  Operating results for the nine month period
ending September 30, 2002 are not necessarily indicative of the results that may
be expected for the year ended December 31, 2002. For further information, refer
to  the  annual  financial  statements  and footnotes thereto for the year ended
December  31,  2001.


                                     NOTE 2
                                  GOING CONCERN

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the  normal course of business.  The Company incurred a net
loss  of $892,594 for the nine months ended September 30, 2002 and when combined
with  prior year net losses raises substantial doubt as to the Company's ability
to  obtain  debt  and/or  equity  financing  and  achieve profitable operations.

The  Company's  management  intends  to raise additional operating funds through
equity  and/or  debt offerings and the sale of technologies.  However, there can
be  no  assurance  management  will be successful in its endeavors. The possible
consequences  of not obtaining additional funds either through equity offerings,
debt  offerings,  or  sale  of technologies is that there will not be sufficient
money  to  fund the capital projects required to earn long term planned revenues
of  the  company.


                                     NOTE 3
                    INCOME (LOSS) FROM UNCONSOLIDATED COMPANY

The Company's 33-percent-owned subsidiary, United Engineering Company, a Ukraine
company,  reported  the  following  sales, gross profits and net income or loss:
<TABLE>
<CAPTION>
                                       July 1, 2002 to      January 1, 2002 to
                                     September 30, 2002     September 30, 2002
                                     ------------------     ------------------
<S>                                           <C>                   <C>
          Sales                               $456,027              $1,346,199
          Gross profit                         202,927                 304,974
          Net income (loss)                     55,200                (262,578)
</TABLE>



                                        8
<PAGE>
Item  2.     Management's  Discussion  and  Analysis  of Financial Condition and
             Results  of     Operations

     The  following  discussion  and analysis should be read in conjunction with
the  financial statements and the accompanying notes thereto and is qualified in
its  entirety  by  the  foregoing  and  by  more  detailed financial information
appearing  elsewhere.  See  "Item  1.  Financial  Statements."

     Results  of Operations - Third Quarter of 2002 Compared to Third Quarter of
     ---------------------------------------------------------------------------
2001
----

     We  had  no  revenues  during  Q3  2002  or  Q3  2001.

     General and administrative expenses increased during Q3 2002 to $618,655 as
compared  to  $161,119  in  Q3  2001. The increase was primarily attributable to
increased  costs  in  our  tissue  bonding project including patent costs, costs
associated  with  the  installation  of  the CO-2 separation unit in Alabama and
consulting  fees.

     We  continued  funding our research and development project on human tissue
bonding  in  Kiev,  Ukraine  during Q3 2002.  We spent $29,315 in funds for this
project,  or  2.3  times  as  much  as  we  spent  during  Q3  2001,  $12,680.

     We accrued income of $18,400 in Q3 2002 from our Ukraine joint venture with
United Engineering Company, compared with accrued income of $120,015 in Q3 2001.
This income is attributable to converting Ukraine defense installations to other
purposes.

     Our net loss during Q3 2002 of $629,420 was almost twelve times the $52,963
net  loss  during  Q3 2001.  This increase was attributable to increased general
and  administrative  costs  as  described  above.

     Results  of  Operations  -  First  Three Quarters of 2002 Compared to First
     ---------------------------------------------------------------------------
Three  Quarters  of  2001
-------------------------

     We  had  no revenue from operations during the first three quarters of 2002
compared  to  only  $100  the  first  three  quarters  of  2001.

     General  and administrative expenses, however, decreased from $1,371,874 in
the  first  three  quarters  of  2001 to $775,909 in the first three quarters of
2002.  In large part, the operating expenses in 2001 were attributed to $756,690
in  compensation  expense  paid  with common stock, expenses not repeated during
2002.

     We  accrued  a  loss  of  $87,526  from our Ukraine joint venture in United
Engineering  Company  during  the first three quarters of 2002, as compared with
accrued  income  of  $102,067  from  this  source  in  the  same period in 2001.

                                        9
<PAGE>

     We  experienced  a net loss of $892,594 in the first three quarters of 2002
as  compared  to  a  net loss of $1,306,529 in the first three quarters of 2001.
The  loss  per  share  of common stock was $0.14 for the first three quarters of
2002  compared  to  a net loss per share of $0.25 in the first three quarters of
2001.

     Outlook
     -------

     The  statements  made  in  this  Outlook  are  based  on  current plans and
expectations.  These statements are forward-looking, and actual results may vary
considerably  from  those  that  are  planned.


     We  are  optimistic  for our future, particularly with regard to the fourth
quarter  of  2002  and  all of 2003.  The status of our CO2 separator project in
Chastang  County,  Alabama is that the installation is about 90 % complete.  The
gas  to  be generated and processed at the facility is already under contract to
the  local  natural  gas  utility company, and the feeder gas pipeline hookup is
only  150  feet  from  our  site.   We plan to finish the installation and begin
operations  by December 22, 2002.  We will begin to depreciate our CO2 equipment
over  a  15-year  period  when  operations  commence.


     The  status  of  our  tissue bonding project is that we have completed more
than  700 human surgeries in Ukraine clinical trials and continue to develop new
methods  of  surgical  procedures and tools.  We have started the development of
equipment  from  prototype  model  to  a  commercial  model.


     With  regard to our farm waste anaerobic project, we have retained a Native
American  consultant for the purpose of organizing a multi-tribal endorsement of
a  feasibility study that we believe could qualify for financing through a Corps
of  Engineers  economic  program  for  Indian  Tribes in Oklahoma.  The proposed
study,  which  we have not yet submitted for approval by the Corps of Engineers,
would  require  the  installation of one of our animal waste anaerobic plants in
Northeastern  Oklahoma  within  the  chicken industry there.  The purpose of the
study  would  be  to  determine  whether  such  plants  could  be  effective and
economical  in  turning  chicken  waste  into  organic  fertilizer and producing
methane gas for electricity generation.  There is no assurance that the proposed
study  or  installation  of  one  of  our  plants will be approved by the Corps.


     The  company's  future  results of operations and the other forward-looking
statements  contained  in  this  Outlook  involve  a  number  of  risks  and
uncertainties.  Among  the  factors  that  could  cause actual results to differ
materially  are  the  following:  inability  of  the  company  to  obtain needed
additional  capital,  loss  of  personnel - particularly Chief Executive Officer
Donald S. Robbins or Executive Vice President and Chief Financial Officer Gordon
W. Allison - as a result of accident or for health reasons, interruptions in the
supply  of  equipment  from  manufacturers  of the equipment, the development of
competing  products  by  well-capitalized competitors, and an accident involving
life  or  serious  bodily harm that fairly or unfairly would bring into question
the  safety  of  using  the  company's  products.

Item  3.    Controls  and  Procedures

     Evaluation of disclosure controls and procedures.  We maintain controls and
procedures  designed to ensure that information required to be disclosed in this
report  is  recorded, processed, accumulated and communicated to our management,
including  our chief executive officer and our chief financial officer, to allow
timely decisions regarding the required disclosure.  Within the 90 days prior to
the  filing  date  of this report, our management, with the participation of our
chief  executive  officer and chief financial officer, carried out an evaluation
of  the  effectiveness  of the design and operation of these disclosure controls
and  procedures.  Our  chief  executive  officer  and  chief  financial  officer
concluded,  as  of  fifteen  days  prior to the filing date of this report, that

                                       10
<PAGE>

these  disclosure  controls  and  procedures  are  effective.

     Changes  in  internal  controls.  Subsequent  to  the  date  of  the  above
evaluation,  we made no significant changes in our internal controls or in other
factors  that  could  significantly  affect  these controls, nor did we take any
corrective  action,  as  the  evaluation revealed no significant deficiencies or
material  weaknesses.


Item  6.    Exhibits  and  Reports  on  Form  8-K

(a)     Exhibits

     The following exhibits are filed, by incorporation by reference, as part of
this  Form  10-QSB:

     Exhibit  No.                    Description

           3          -     Amended  and  Restated  Articles of Incorporation of
                            Consortium  Service  Management  Group,  Inc.*

           3.1        -     Bylaws of Consortium Service Management Group, Inc.*

          10          -     Founders'  Agreement  of United Engineering Company*

          10.1        -     Statutes  (Bylaws)  of United Engineering Company*

          10.2        -     Agreement  of  April  24,  1996  between  Consortium
                            Service Management Group, Inc. and The L Group, Inc.
                            concerning tissue bonding technology*  (rescinded in
                            January  2000)

          10.3        -     Agreement  of   July  9,  1996   between  Consortium
                            Service  Management Group,  Inc.  and  International
                            Welding concerning tissue bonding  technology*

          10.4        -     Agreement   among   Consortium  Service   Management
                            Group,  Inc., United Engineering Company and Ivan V.
                            Semenenko, the inventor of the anaerobic farm  waste
                            technology*

          10.5        -     Agreement  of  June 9, 1998 among Consortium Service
                            Management  Group, Inc.,  The  Sumy  Frunze  Machine
                            Building Science  and  Production  Association,  and
                            United Engineering Company  concerning the anaerobic
                            farm waste technology*

          10.6        -     Agreement  between   Consortium  Service  Management
                            Group,  Inc.  and  Western  Waste  Management,  Inc.
                            concerning the anaerobic farm waste  technology*

                                       11
<PAGE>

          10.7        -     Agreement  between   Consortium  Service  Management
                            Group,  Inc.  and   Aardema  Dairy  concerning   the
                            anaerobic farm waste technology*

          10.8        -     Agreement   between  Consortium  Service  Management
                            Group, Inc. and John  and  Ruth  Beukers  concerning
                            the anaerobic farm waste technology*

          10.9        -     Agreement  of  December 1998  between  International
                            Welding Association of  Kiev, Ukraine and Consortium
                            Service Management Group, Inc. concerning the carbon
                            dioxide  separator  technology*

          10.10       -     Operating  Agreement   of  June  14,  2001   between
                            Consortium   Service  Management  Group,  Inc.   and
                            Resource Technology Corporation***

          10.11       -     Contract   Agreement   Effective   August  14,  2000
                            between        Consortium     Service     Management
                            Group/Anaerobic   Farm   Waste  Co.   and    Rondeau
                            Anaerobic***

          10.12       -     Contract    IAW-USA   002-PR-19.04.2000      between
                            International Association  Welding,  Kiev  and  E.O.
                            Paton  Electric  Welding Institute National  Academy
                            Science  Ukraine  and  Consortium Service Management
                            Group,  Inc.***

          10.13       -     Contract    IAW-USA    003-PR-19.04.2000     between
                            International Association  Welding,  Kiev  and  E.O.
                            Paton  Electric  Welding Institute National  Academy
                            Science  Ukraine  and  Consortium Service Management
                            Group,  Inc.***

          10.14       -     Contract    IAW-USA    004-PR-19.04.2000     between
                            International Association  Welding,  Kiev  and  E.O.
                            Paton  Electric  Welding Institute National  Academy
                            Science  Ukraine  and  Consortium Service Management
                            Group,  Inc.***

          10.15       -     Contract    IAW-USA    005-PR-19.04.2000     between
                            International Association  Welding,  Kiev  and  E.O.
                            Paton  Electric  Welding Institute National  Academy
                            Science  Ukraine  and  Consortium Service Management
                            Group,  Inc.***

          10.16       -     Contract    IAW-USA    006-PR-19.04.2000     between
                            International  Association Welding,  Kiev  and  E.O.
                            Paton  Electric  Welding Institute National  Academy
                            Science  Ukraine  and  Consortium Service Management
                            Group,  Inc.***

                                       12
<PAGE>

          10.17       -     Contract    IAW-USA    007-PR-19.04.2000     between
                            International Association  Welding,  Kiev  and  E.O.
                            Paton  Electric  Welding Institute National  Academy
                            Science  Ukraine  and  Consortium Service Management
                            Group,  Inc.***

          10.18       -     Contract   IAW-USA   008-PR   between  International
                            Association Welding, Kiev,  Ukraine  and  Consortium
                            Service Management Group, Inc.***

          10.19       -     Natural  Gas  Purchase  Agreement  of  June 20, 2000
                            between Texas  Energy  Transfer  Company,  Ltd.  and
                            Resource Technology Corp.

          16          -     Letter dated January 29, 2000 from Jaak (Jack) Olesk
                            to Consortium Service  Management  Group,  Inc.  Re:
                            Termination as Auditor**

          99          -     Ukraine   Ministry  of  Health,   State  Department,
                            Certificate  of  State Registration No.  1105-193***

     *Previously filed with Form 10-SB; Commission File No. 0-27359 incorporated
     herein.

     **Previously  filed with Amendment No. 1 to Form 10-SB; Commission File No.
     0-27359  incorporated  herein.

     ***Previously filed with Amendment No. 2 to Form 10-SB; Commission File No.
     0-27359  incorporated  herein.


(b)  Forms  8-K

     None
















                                       13
<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements of the Exchange Act of 1934, the Registrant
has  duly  caused  this  report  to  be  signed on its behalf by the undersigned
hereunto  duly  authorized.

Date:  November 22, 2002              Consortium Service Management Group, Inc.


                                      By:/s/  Gordon  W.  Allison
                                         --------------------------------------
                                         Gordon  W.  Allison,  Executive  Vice
                                           President and Chief Financial Officer




















                                       14
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  Donald  S. Robbins, Chief Executive Officer of the registrant, certify that:

     1.     I  have  reviewed this quarterly report on Form 10-QSB of Consortium
Service  Management  Group,  Inc.;

     2.     Based  on  my  knowledge, this quarterly report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

            a.   designed such disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

            b.   evaluated  the  effectiveness  of  the  registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report  (the  "Evaluation  Date");  and

            c.   presented  in  this  quarterly report our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

            a.   all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

            b.   any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

                                       15
<PAGE>

     6.     The  registrant's  other certifying officers and I have indicated in
this  quarterly  report  whether  there  were  significant  changes  in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.



Date:  November  22,  2002               /s/  Donald  S.  Robbins
                                         ---------------------------------------
                                         Donald  S.  Robbins
                                         Chief  Executive  Officer






















                                       16
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  Gordon  W. Allison, Chief Financial Officer of the registrant, certify that:

     1.     I  have  reviewed this quarterly report on Form 10-QSB of Consortium
Service  Management  Group,  Inc.;

     2.     Based  on  my  knowledge, this quarterly report does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
quarterly  report;

     3.     Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;

     4.     The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

            a.   designed such disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

            b.   evaluated  the  effectiveness  of  the  registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  quarterly  report  (the  "Evaluation  Date");  and

            c.   presented  in  this  quarterly report our conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.     The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

            a.   all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

            b.   any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

                                       17
<PAGE>

     6.     The  registrant's  other certifying officers and I have indicated in
this  quarterly  report  whether  there  were  significant  changes  in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.



Date:  November  22,  2002               /s/  Gordon  W.  Allison
                                         ---------------------------------------
                                         Gordon  W.  Allison
                                         Chief  Financial  Officer


























                                       18
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection with the accompanying Quarterly Report of Consortium Service
Management  Group,  Inc.  (the  "Company")  on  Form 10-QSB for the period ended
September 30, 2002 (the "Report"), I, Donald S. Robbins, Chief Executive Officer
of  the  Company,  hereby  certify  that  to  my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


                                    /s/  Donald  S.  Robbins
Dated:  November  22,  2002         --------------------------------------------
                                    Donald  S.  Robbins
                                    President  and  Chief  Executive  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-Q  or  as  a  separate  disclosure  document.




















                                       19
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection with the accompanying Quarterly Report of Consortium Service
Management  Group,  Inc.  (the  "Company")  on  Form 10-QSB for the period ended
September 30, 2002 (the "Report"), I, Gordon W. Allison, Chief Financial Officer
of  the  Company,  hereby  certify  that  to  my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


                                       /s/  Gordon  W.  Allison
Dated:  November  22,  2002            -----------------------------------------
                                       Gordon  W.  Allison
                                       Chief  Financial  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-Q  or  as  a  separate  disclosure  document.





















                                       20
<PAGE>



                    Consortium Service Management Group, Inc.
                          Commission File No. 0-27359

                                  EXHIBIT INDEX

                         AMENDMENT NO. 1 TO FORM 10-QSB
                For the quarterly period ended September 30, 2002


     The following exhibits are filed, by incorporation by reference, as part of
this  Form  10-QSB:

     Exhibit  No.                    Description

           3          -     Amended  and  Restated  Articles of Incorporation of
                            Consortium  Service  Management  Group,  Inc.*

           3.1        -     Bylaws of Consortium Service Management Group, Inc.*

          10          -     Founders'  Agreement  of United Engineering Company*

          10.1        -     Statutes  (Bylaws)  of United Engineering Company*

          10.2        -     Agreement  of  April  24,  1996  between  Consortium
                            Service Management Group, Inc. and The L Group, Inc.
                            concerning tissue bonding technology* (rescinded  in
                            January  2000)

          10.3        -     Agreement  of  July  9,  1996    between  Consortium
                            Service  Management  Group,  Inc. and  International
                            Welding concerning tissue bonding  technology*

          10.4        -     Agreement   among   Consortium   Service  Management
                            Group,  Inc., United Engineering Company and Ivan V.
                            Semenenko, the inventor of the anaerobic farm  waste
                            technology*

          10.5        -     Agreement  of  June 9, 1998 among Consortium Service
                            Management  Group, Inc.,  The  Sumy  Frunze  Machine
                            Building  Science  and  Production Association,  and
                            United  Engineering Company concerning the anaerobic
                            farm waste technology*

          10.6        -     Agreement   between   Consortium  Service Management
                            Group,  Inc.   and   Western  Waste Management, Inc.
                            concerning the anaerobic farm waste  technology*

                                        1
<PAGE>

          10.7        -     Agreement   between  Consortium  Service  Management
                            Group,  Inc.   and  Aardema  Dairy  concerning   the
                            anaerobic farm waste technology*

          10.8        -     Agreement   between  Consortium  Service  Management
                            Group, Inc. and John  and  Ruth  Beukers  concerning
                            the anaerobic farm waste technology*

          10.9        -     Agreement  of  December 1998  between  International
                            Welding Association of  Kiev, Ukraine and Consortium
                            Service Management Group, Inc. concerning the carbon
                            dioxide  separator  technology*

          10.10       -     Operating  Agreement  of   June  14,  2001   between
                            Consortium  Service  Management  Group,   Inc.   and
                            Resource Technology Corporation***

          10.11       -     Contract Agreement Effective August 14, 2000 between
                            Consortium  Service  Management Group/Anaerobic Farm
                            Waste Co. and Rondeau Anaerobic***

          10.12       -     Contract   IAW-USA    002-PR-19.04.2000     between
                            International Association Welding,  Kiev  and  E.O.
                            Paton Electric Welding Institute  National  Academy
                            Science  Ukraine  and Consortium Service Management
                            Group,  Inc.***

          10.13       -     Contract    IAW-USA    003-PR-19.04.2000    between
                            International Association Welding,  Kiev  and  E.O.
                            Paton  Electric Welding Institute National  Academy
                            Science  Ukraine  and Consortium Service Management
                            Group,  Inc.***

          10.14       -     Contract    IAW-USA     004-PR-19.04.2000   between
                            International  Association  Welding,  Kiev and E.O.
                            Paton  Electric  Welding Institute National Academy
                            Science  Ukraine  and Consortium Service Management
                            Group,  Inc.***

          10.15       -     Contract    IAW-USA    005-PR-19.04.2000    between
                            International Association Welding,  Kiev  and  E.O.
                            Paton Electric  WeldingInstitute  National  Academy
                            Science  Ukraine  and Consortium Service Management
                            Group,  Inc.***

          10.16       -     Contract    IAW-USA    006-PR-19.04.2000    between
                            International  Association  Welding,  Kiev and E.O.
                            Paton  Electric  Welding Institute National Academy
                            Science  Ukraine  and Consortium Service Management
                            Group,  Inc.***

                                        2
<PAGE>

          10.17       -     Contract    IAW-USA    007-PR-19.04.2000    between
                            International Association Welding,  Kiev  and  E.O.
                            Paton  Electric  Welding Institute National Academy
                            Science  Ukraine  and Consortium Service Management
                            Group,  Inc.***

          10.18       -     Contract   IAW-USA   008-PR  between  International
                            Association Welding, Kiev, Ukraine  and  Consortium
                            Service Management Group, Inc.***

          10.19       -     Natural  Gas  Purchase  Agreement  of June 20, 2000
                            between Texas Energy  Transfer  Company,  Ltd.  and
                            Resource Technology Corp.

          16          -     Letter dated January 29, 2000 from Jaak (Jack) Olesk
                            to Consortium Service  Management  Group,  Inc.  Re:
                            Termination as Auditor**

          99          -     Ukraine   Ministry   of  Health,  State  Department,
                            Certificate of State  Registration  No.  1105-193***

     *Previously filed with Form 10-SB; Commission File No. 0-27359 incorporated
     herein.

     **Previously  filed with Amendment No. 1 to Form 10-SB; Commission File No.
     0-27359  incorporated  herein.

     ***Previously filed with Amendment No. 2 to Form 10-SB; Commission File No.
     0-27359  incorporated  herein.
























                                        3
<PAGE>
                      Texas Energy Transfer Company, Ltd.
                         NATURAL GAS PURCHASE AGREEMENT

                          Submitted By: Mackie McCrea
                              Date: June 26, 2000

SELLER:   Resource Technology Corp.  BUYER:  Texas Energy Transfer Company, Ltd.
          330 South Wells, Ste. 711          2838  Woodside  Street
          Chicago,  IL  60606                Dallas,  TX  75204

ATTN:     Kevin  Werner              ATTN:   Mackie  McCrea

PHONE:    312-341-4051               PHONE:  214-981-0700

FAX:      312-341-9596               FAX:    214-981-0701

VOLUME:   Such quantities as may [be] produced by Seller and  accepted  by Buyer
          from  time  to  time.

TERM:     July  1,  2000  through  June  30, 2010 or in any event ten years from
          initial  date  of  deliveries  at each delivery point and year to year
          thereafter with sixty (60) days  written notice  prior to the delivery
          point and year to year thereafter with sixty (60)  days written notice
          prior to the delivery  at each  delivery  point for  either  party  to
          terminate.

DELIVERY
POINT(S)  At  mutually   agreeable   points   on  various   pipeline  facilities
          throughout  the  United States,  more  fully  described in Exhibit "A"
          attached, and made  a  part  hereof.

PRICE
Per
MMBtu:
*at
Delivery
Point     Buyer shall  pay  Seller  the following percentages of Buyer's  Resale
          Price.* (less any 3rd party charges)

          0 to 499 MMBtu's per day = 97.5%  500 MMBtu's per day or greater = 98%

___  DRY
___  WET  *Price  shall  be  based  on  actual  monthly volumes.



                                                                   Exhibit 10.19
                                                               Page 1 of 6 Pages
<PAGE>

SPECIAL
PROVISIONS:  Seller  agrees  to  provide  Buyer  with  nominations prior to each
             production  month  and  Seller  agrees  to  notify  Buyer   of  any
             changes  throughout  the  production  month  in  order to avoid any
             pipeline imposed penalties and  in  accordance  with the procedures
             required by the downstream pipeline(s). Resource  Technology  Corp.
             is signing as Seller, individually and in  it's [sic]  capacity  as
             a joint  venture in the projects described in Exhibit "A."  Exhibit
             "A"  shall  be  amended  from time to time as Exhibit "A-1," "A-2,"
             "A-3," etc. to include  additional  landfill  projects  under  this
             Contract.  Seller warrants that it  has the right to  and agrees to
             commit  for  sale to  Buyer 100% of all landfill gas.  The  parties
             recognize,  however,  that  Seller  may  have to  have the economic
             incentive to generate  power  rather than making initial deliveries
             of gas for  sale  to  Buyer  under this Contract.  Seller agrees to
             dedicate all natural gas  produced  from  its  landfill  operations
             for  sale  to  Buyer  except  to  the extent Seller,  at  its  sole
             discretion,  may   elect  to  generate electricity.  Such  election
             shall be made prior  to initial deliveries of gas to Buyer.  Seller
             and assigns  agree to  indemnify, save and hold harmless Buyer from
             and against any and all costs  of  any  kind  associated  with  any
             damages resulting  from the  delivery of  gas  that  does  not meet
             the   quality  [associated  with  any  damages resulting  from  the
             delivery of gas that  does  not  meet  the  quality] specifications
             of the downstream natural gas pipelines.  It is understood that any
             capital and labor  costs  necessary  for  pipelines, meters and any
             other required facilities shall  be borne by Seller and that Seller
             must provide gas  volumes  that  meet  the  quality  specifications
             of  the  receiving  pipeline.

[X]          This sale is subject to the  terms  and conditions set forth on the
             reverse  side  hereof.

--------------------------------------------------------------------------------

     The undersigned acknowledge the Agreement reached between Buyer and Seller:

SELLER:  Resource Technology Corp.   BUYER:  Texas Energy Transfer Company, Ltd.
                                             By Its General Partner, TETC, Inc.

SIGNATURE:  /s/[illegible],          SIGNATURE:  /s/Kelcy L. Warren,  President
            President                            of TETC,  Inc.

DATE:       6/29/00                  DATE:       6-27-2000


                                                                   Exhibit 10.19
                                                               Page 2 of 6 Pages

<PAGE>
                             Gas Purchase Agreement
                              Terms and Conditions

1.     MINIMUM  QUANTITIES:  SELLER  agrees to sell on an interruptible basis to
BUYER  up to the volume(s) of natural gas set forth in the quantity provision on
the  front  of  this  agreement and BUYER agrees to purchase on an interruptible
basis  from SELLER, up to the volume(s) of natural gas set forth in the quantity
provision  on  the  front  of  this  agreement.

2.     TRANSPORTATION:  SELLER  shall  arrange  and  pay  for  transportation of
natural  gas  to  the  Delivery  Point(s)  and  shall  tender  gas  at pressures
sufficient  to  affect  deliveries  into  transporter's facilities.  BUYER shall
arrange  and  pay  for  transportation  of  the  gas  thereafter.

3.     MEASUREMENT  AND  HEATING  VALUE:  Measurement  of the volume and heating
value of the natural gas purchased hereunder shall be made at the expense of the
Seller  and  provided  at the Delivery Point(s) in accordance with the receiving
Pipeline(s)  procedures.  The  unit  of  measurement  and  billing  shall be one
million  (1,000,000.00)  BTU  measured  on  a  dry  basis,  or  in any event, in
accordance  with  the  procedures  of  the  downstream  pipeline. BTU and volume
measurement  shall  be  made on or adjusted to the same pressure and temperature
base.  The  transporter  or  receiving  parties' measurements at the Point(s) of
Delivery  shall  be considered definitive for the purpose of payments hereunder.

4.     QUALITY:  BUYER  shall not be obligated to purchase any natural gas which
is  not  merchantable  or  does  not  meet  all  specifications  required by the
receiving pipeline(s).  IF THE GAS DELIVERED HEREUNDER BY SELLER DOES NOT COMPLY
WITH  THE GAS QUALITY SPECIFICATIONS OF THE DOWNSTREAM PIPELINE, SELLER SHALL BE
RESPONSIBLE  FOR DAMAGES OF ANY KIND AND SELLER SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS  BUYER  AND  ITS  DESIGNEES FROM AND AGAINST ANY AND ALL INJURY, DEATH,
DAMAGE,  LOSSES,  FINES,  PENALTIES,  CLAIMS, COURT COSTS, REASONABLE ATTORNEY'S
FEES  AND  ALL  OTHER  COSTS  AND  EXPENSES  INCURRED   AS   A  RESULT  OF  SUCH
NONCOMPLIANCE.

5.     BILLINGS  AND  PAYMENT:  SELLER  shall  invoice  BUYER  on  or before the
fifteenth  (15th)  day  of each month for actual volumes delivered by SELLER and
received by BUYER in the prior month.  BUYER will pay SELLER within fifteen (15)
days  after the letter of receipt of Seller's invoice or verification of receipt
of  the  quantities  from the pipeline receiving the natural gas at the delivery
point,  but  not  earlier  than the last day of the month following the month of
delivery.  If  the  payment  date falls on a Saturday, Sunday, or legal holiday,
payment  will  be  made  on  the  next  business  day.

6.     OVERPRODUCTION:  If  Seller  produces  gas  in  excess  of  the  quantity
dispatched  by Buyer, Buyer may elect to take such overproduction for that month
at  that  price,  if  Buyer  can utilize the gas.  If not, Buyer will attempt to
negotiate a price with the Seller for the overproduction and if successful, will
assume  title  to  that  natural gas.  Such price will be based on prices in the
month  in  which  the  imbalance  is  utilized.

6.     [sic]     TAXES:  SELLER  will  pay  or  cause  to be paid all royalties,
taxes  and other sums due on production and transportation of natural gas to the
Delivery  point(s).  All  other  taxes,  fees,  or  other  charges imposed after
delivery hereunder by Federal, State, or local government upon the products sold
hereunder,  or  upon  the shipment, storage, sale, thereof shall be borne by the
receiving  party.  BUYER  shall  furnish  SELLER  with  satisfactory  exemption
certificates  where  exemption  from  any  applicable  taxes  are  claimed.

                                                                   Exhibit 10.19
                                                               Page 2 of 6 Pages
<PAGE>

7.     WARRANTIES AND LIMITATIONS OF LIABILITIES:  SELLER warrants that it shall
have the right to sell the natural gas delivered and that such natural gas shall
be  free  from  liens and adverse claims of any kind.  SELLER will save and hold
BUYER  harmless from all loss, damage and expense including attorney fees due to
adverse  claims  against  BUYER  for  the  gas  delivered.

8.     TITLE:  Title  to  the  natural  gas  sold  hereunder  shall  pass at the
Delivery  Point(s),  unless  stated  otherwise under Special Provisions.  SELLER
shall  be  in full control and possession of the natural gas and responsible for
any  damage  or  injuries  caused  thereby until the natural gas is delivered to
BUYER  or  BUYER's  assignee  at  the Delivery Point(s), except for injuries and
damage  which  shall be caused by the negligence of BUYER.  BUYER shall likewise
be fully responsible after the natural gas is delivered to the delivery point(s)
except  for  injuries  and  damage  caused  by  the  negligence  of  SELLER.

9.     REGULATION:  This  sale  is subject to all applicable, governmental laws,
orders,  directives,  rules  and  regulations.

10.    FORCE  MAJEURE:   Neither  party is liable for any failure to perform any
provision  or obligation of this agreement (except BUYER's obligation to pay for
natural  gas  dispatched  and delivered) if such failure is caused by or results
directly  or  indirectly  by  any  act  of  God;  Federal,  state  or  municipal
legislation  or  regulation; fires, floods, storms or other natural occurrences;
strikes,  war  or  accident;  the  refusal of liability of any pipeline or local
distribution  company to accept gas for delivery or any similar cause beyond the
control  of the party failing to perform.  A force majeure event will not excuse
either  party from the obligation of reimbursement to the other for a scheduling
penalty  until  the party holding transportation has been notified and has had a
reasonable  opportunity  to  readjust  the  scheduled  penalty.

11.    SCHEDULING  AND  IMBALANCE PENALTIES:   The parties will work together to
ensure  that  actual  deliveries  fall  within  the  first intrastate pipeline's
operating tolerance for assessing scheduling and imbalance penalties.  The party
causing  or  having  notice  of  any  change  in  the  dispatched  quantity will
immediately notify the other.  SELLER will monitor the quantities being produced
and allocated to BUYER and will immediately notify BUYER of any variances.  If a
scheduling  penalty is assessed to BUYER as a result of SELLER's underdeliveries
at  a  receipt  point(s),  or to SELLER as a result of BUYER's undertakes at the
control  delivery  point,  or  an  imbalance  penalty is assessed to either as a
result  of  the other party's failure to adjust deliveries or takes after notice
of  a pipeline notification requiring such adjustment, then the other party will
reimburse  the  shipper  for  its  share of such penalty within ten (10) days of
being  provided  full  particulars  and  being  invoiced  for  such  penalty.

12.     ASSIGNMENT:  Neither  party  may  assign  its  rights,  obligations  or
interests  hereunder,  without  the  written consent of the non-assigning party,
which  shall  not be unreasonably withheld.  Seller shall be permitted to assign
its  rights  in  this  Agreement  to  its joint venture affiliate as provided on
Exhibit  "A"  hereto.

                                                                   Exhibit 10.19
                                                               Page 4 of 6 Pages
<PAGE>

13.    AUDIT:   Either  party  shall have the right during this agreement's term
and  for a two (2) year period thereafter, at its sole expense and during normal
working  hours,  to  audit  the other party's accounts and records and any other
data  that may reasonably have a bearing on or pertain to any business conducted
between  the  parties  pursuant  hereto.  At  the conclusion of the two (2) year
period,  all  items  not  then  being  challenged  shall  be  final.

14.    COMPLETE  AGREEMENT:   The  complete agreement between the parties is set
out  on  the  front  and  back  of this form and can only be amended in writing.

15.    CONFIDENTIALITY:   The parties shall keep the terms of this agreement and
any  information  obtained  hereunder  confidential except as may be required to
effectuate transportation of the gas or to meet the requirements of a regulatory
agency  having  jurisdiction  over  the  matter for which information is sought.

16.    WAIVER:   The  failure  of  either  party  to  exercise any right granted
hereunder  shall  not  impair,  nor  be  deemed  to  be a waiver of said party's
privilege  of  exercising  such  right  at  any  subsequent  time  or  times.
















                                                                   Exhibit 10.19
                                                               Page 5 of 6 Pages

<PAGE>
                                   EXHIBIT "A"

To the Gas Purchase Agreement between Resource Technology Corporation ("Seller")
and  Texas  Energy  Transfer  Company,  Ltd.  ("Buyer")   dated  June  26,  2000
("Contract").

The  parties  agree  that Buyer shall purchase from Seller landfill gas produced
from  various  landfill projects described below subject to Seller metting [sic]
the  quality  specifications  of the downstream pipeline and the other terms and
conditions  of  the Contract.  It is agreed between the parties that Seller may,
with  prior  written  approval  obtained from Buyer, which approval shall not be
unreasonably  withheld,  assign  landfill gas and its rights to sell such gas on
each  project  to  its  joint venture affiliates upon written assumption of this
contract  by  the  assignee.  A  purchase  confirmation and assumption agreement
shall be executed between such joint venture affiliate and Buyer in the event of
such  an  assignment.

<TABLE>
<CAPTION>
 Name of            Location                                                               Term  from   Meter
Facility         County & State     Landfill Owner            Landfill Operator   Pipeline  date of LD    No.
--------         --------------     --------------            -----------------   --------  ----------   -----
<S>              <C>                <C>                       <C>                   <C>      <C>
Chastang         Mobile Co., AL     City of Mobile            TransAmerican Waste   tba      10  years
Landfill

Corpus Christi   San Patricio Co.   City of Corpus Christi                          tba      10  years

Gary Indiana     Lake Co., Indiana  City of Gary              City of Gary          tba      10  years

GNOL (Greater    Jefferson Parish,  Southern Recovery         Southern Recovery     tba      10  years
New Orleans      LA                 Management, Inc.          Management, Inc.
Landfill)
</TABLE>

Agreed and Accepted to this 29th                Agreed and Accepted to this 27th
day of  June,  2000                             day  of  June,  2000

Resources Technology Corporation ("Seller")     Texas Energy Transfer Company,
                                                Ltd.  ("Buyer")
                                                by  Its General Partner,
                                                TETC,  Inc.
/s/  Kevin  M.  Werner                          /s/  Kelcy  L.  Warren
By:  Kevin  Werner,  Vice  President            By:  Kelcy L. Warren, President
                                                of TETC,  Inc.

Date:  6/29/00                                  Date:  6-27-00







                                                                   Exhibit 10.19
                                                               Page 6 of 6 Pages