EXHIBIT 10.3

CONSULTING PAYMENT PLAN


This  consulting  payment  plan is dated as of  February  1, 1997 and is between
Rodney C. Hill, A Professional  Corporation,  ("Consultant")  and Geo Petroleum,
Inc.,  a  California  corporation,  ("Geo")  and is made with  reference  to the
following facts:

RECITALS:

A.   Consultant has heretofore rendered legal services to Geo and it is expected
     that Consultant shall continue to render such services in the future.
B.   Geo desires that Consultant have an economic state in Geo as  consideration
     for services that  Consultant  has rendered in the past and for those which
     Consultant is expected to render in the future, except those services which
     relate to financing or capital raising activities of Geo.
C.   Geo desires to preserve  its capital and is therefore  offering  Consultant
     the  ability  to  exchange  fees due for legal  services  for shares of the
     common stock, no par value, of Geo.

AGREEMENT:

1.   No Retainer Agreement.  This agreement does not constitute an agreement for
     the provision of legal services by Consultant.

2.   Exchange of Fees for Shares.  From time to time Geo will become indebted to
     Consultant for legal fees and costs incurred in the performance of services
     to Geo.  During  the term of this  agreement,  Consultant  may on a monthly
     basis  exchange  amounts due it from Geo for shares of the common  stock of
     Geo, no par value, on the exchange basis set forth in paragraph 3.

3.   Exchange  Basis.  The exchange  basis shall be the average bid price of the
     common stock as reported on the OTC  Electronic  Bulletin  Board during the
     first five  trading days of the month  during  which  Consultant  elects to
     effect an exchange.

4.   Excluded Items. Consultant shall not be permitted to exchange fees or costs
     incurred in  connection  with the offer or sale of  securities  of Geo in a
     capital raising transaction.

5.   Manner of Exchange.  Consultant shall provide Geo with a notice in the form
     of that  attached  hereto as  Exhibit A prior to the first day of the month
     during which fees are to be exchanged for common stock.  Promptly after the
     calculation  of the number of shares which are to be issued based upon such
     notice, Geo will cause certificates for the appropriate number of shares to
     be issued to Consultant.

6.   Term.  The term of this  agreement  shall be from  the  date  hereof  until
     December 31, 1998.

                                            GEO PETROLEUM, INC.


By____________________

RODNEY C. HILL, A
PROFESSIONAL CORPORATION


By_____________________





EXHIBIT A TO CONSULTING
PAYMENT PLAN


NOTICE OF ELECTION

The  undersigned  hereby  elects  to  exchange  _______________________  dollars
($___________)  of fees  heretofore  billed  for  shares of common  stock of Geo
Petroleum, Inc.

The valuation  date for the exchange shall be the first five trading days of the
month of _____________19_.

Very truly yours,


RODNEY C. HILL, A
PROFESSIONAL CORPORATION


By___________________________