Exhibit 10.19
            FM   FM Services
                 Affiliate of Freeport-McMoRan &
                 Freeport-McMoRan Copper & Gold

            FM Services Company
            Telephone:  (504) 582-4000
            1615 Poydras Street
            New Orleans, LA  70112

            P.O. Box 61119
            New Orleans, LA  70161


                                                       December 22, 1997

            Mr. Rene L. Latiolais
            2305 Barton Creek Blvd.
            Villa 42
            Austin, TX 78735


            Dear Rene:

                 This   will   confirm   the   agreement   between   the
            undersigned, FM  Services Company  (the "Company"),  and you
            with respect to  the provision by you  of certain consulting
            services to  the Company and its  subsidiaries and corporate
            affiliates  (which  includes   client  companies  for  which
            services are provided).

                 1. From January 1, 1998 through  December 31, 1998 (the
                    "Consulting  Term"),  you   agree  to  serve   as  a
                    consultant to the  Company.  In  your capacity  as a
                    consultant, you will provide to the Company, subject
                    to the  instruction and  direction of  its executive
                    officers,   consulting   advice   related   to   the
                    businesses, operations and prospects  of the Company
                    and its subsidiaries and corporate  affiliates.  You
                    agree to devote such of your  time, skill, labor and
                    attention  to  the  performance  of  any  consulting
                    services requested by  the Company hereunder  as may
                    be necessary  for  you  to  render  the  prompt  and
                    effective performance thereof,  provided that  it is
                    generally understood that you shall only be required
                    to devote yourself to the performance of such duties
                    to the  extent contemplated  by  paragraph 2(vi)  of
                    this letter.
                    
                 2. It  is understood  and agreed  with respect  to your
                    undertaking  to  provide  the   consulting  services
                    described herein, that:
                    
                      (i) you will  perform such consulting  services as
                         an independent  contractor to,  and  not as  an
                         agent (except  in any  capacity  as an  elected
                         officer  or  director)  or  employee  of    the
                         Company  or   any   of   its  subsidiaries   or
                         affiliates,  and   that,   as  an   independent
                         contractor,  you  shall   have  the   sole  and
                         exclusive right to  control and  direct details
                         incident to any consulting services required to
                         be provided hereby;
                         
                    (ii) this  agreement   shall  not  be   deemed  or
                         construed to  create  a  partnership,  a  joint
                         venture, a principal and agent relationship, or
                         any other  relationship  between  you  and  the
                         Company that  would  create  liability for  the
                         Company for your actions;
                         
                   (iii) nothing herein contained  shall be construed
                         as giving  you  any  right  to  be  elected  or
                         appointed an officer or director of the Company
                         or  any  of   its  subsidiaries   or  corporate
                         affiliates  or  to  retain  any  such  position
                         during the  Consulting  Term  or any  extension
                         thereof;
                         
                    (iv) except as otherwise  authorized in writing by
                         the Chairman of the  Board of the  Company, you
                         will not (A) represent or hold  yourself out to
                         others that you are an employee or agent of the
                         Company or any of its subsidiaries or corporate
                         affiliates,  or  (B)  have   any  authority  to
                         negotiate or execute any  agreements, contracts
                         commitments on behalf of,  or otherwise binding
                         upon,  the  Company   or  such   subsidiary  or
                         corporate affiliate  other than  such authority
                         which derives from your  occupying the position
                         of  an  elected  officer  or  director  of  the
                         Company or any of its subsidiaries or corporate
                         affiliates;
                         
                     (v) the executive  officers of the Company  or the
                         subsidiary or corporate affiliate  seeking your
                         consulting services  will,  insofar  as  it  is
                         reasonably    practicable,     consider    your
                         convenience in  the timing  of their  requests,
                         and your  failure or  inability,  by reason  of
                         temporary illness  or other  cause beyond  your
                         control or  because of  absence for  reasonable
                         periods, to respond to such requests during any
                         such temporary  period shall  not be  deemed to
                         constitute  a  default  on  your  part  in  the
                         performance hereunder of such services;
                         
                   (vi)  subject  to the  provisions of  the foregoing
                         clause (v), during the Consulting Term you will
                         make yourself available for  the performance of
                         services hereunder for fifteen  (15) percent of
                         your time, it being understood  that this shall
                         constitute, on the average, three  (3) days per
                         month during the Consulting Term.

                 3.      As  an independent  contractor of  the Company,  you
                    acknowledge and  agree  that,  except  as  otherwise
                    specifically provided herein,
                    
                    (i)  you  will not  be entitled  to any  insurance,
                         pension, vacation or other benefits customarily
                         afforded to employees of the Company;
                         
                   (ii)  you will not be treated by  the Company as an
                         employee for purposes  of any federal  or state
                         law regarding  income  tax  withholding or  for
                         purposes  of  contributions  required   by  any
                         unemployment,   insurance    or    compensatory
                         program; and
                         
                 (iii)   you  will  be  solely  responsible  for  the
                         payment of any taxes or  assessments imposed on
                         you on account of the payment of the consulting
                         fee to, or  performance of  consulting services
                         by you pursuant to this agreement.

                 4.      During the term hereof, you agree that you will not,
                         without the  prior written  consent of  the Company,
                   (i)   render  any   services,  whether  or   not  for
                         compensation,   to    other   individuals,    firms,
                         corporations or  entities  in  connection  with  any
                         matters that  may involve  interests adverse  to the
                         Company or any of its subsidiaries or affiliates, or
                   (ii)   engage in any business  or activity detrimental
                          to the business or  interests of the Company  or any
                          of its subsidiaries or affiliates.
                    
                 5. You  acknowledge and  agree that  any inventions  or
                    discoveries, whether  or not  patentable, which  you
                    may  make  (either  alone  or  in  conjunction  with
                    others) as a result of performing services hereunder
                    shall be  the  sole and  exclusive  property of  the
                    Company.  You agree to communicate to the Company or
                    its  representatives   all   facts   known  to   you
                    concerning  such   matters,  and   to  execute   any
                    documents or  instruments necessary  to transfer  to
                    the Company any  inventions or discoveries  to which
                    the  Company   may   become   entitled  under   this
                    agreement, and should  the Company decide  to patent
                    any such invention or discovery, you  will assist in
                    the preparation of  patent applications  and execute
                    and assign  such  patent  applications, and  execute
                    such other documents, as may be necessary.
                    
                 6. You  acknowledge  and  agree   to  comply  with  the
                    confidentiality and  other  provisions  set  for  in
                    Appendix A to this Agreement, the terms of which are
                    incorporated by reference into, and made  a part of,
                    this Agreement.
                    
                 7. In the event of a breach or threatened breach by you
                    of Sections 5 or 6 of this agreement during or after
                    the term hereof,  the Company  shall be  entitled to
                    injunctive relief  restraining  you  from  violating
                    such paragraphs.  Nothing herein  shall be construed
                    as prohibiting the  Company from pursuing  any other
                    remedy at law or in equity it may  have in the event
                    of  your  breach   or  threatened  breach   of  this
                    agreement.
                    
                 8. For   the  consulting   services  provided   by  you
                    hereunder during  the Consulting  Term, the  Company
                    agrees:
                    
                      (i)to  pay to  you an  annual  consulting fee  of
                         $230,000, such  fee to  be  payable monthly  in
                         arrears  in   $19,166.66   amounts,  it   being
                         understood by you  that the amounts  payable to
                         you pursuant to this Consulting Agreement shall
                         be in full satisfaction of  any compensation to
                         which you  would  otherwise  be entitled  as  a
                         director  of   the  Company   or  any   of  its
                         subsidiaries or  affiliates,  with  you  hereby
                         relinquishing any claim to such amounts;
                         
                     (ii)to reimburse you for, or  advance to you, all
                         reasonable  out-of-pocket   travel  and   other
                         expenses incurred by you at the  request of the
                         Company in connection with  your performance of
                         services hereunder.    Such  expenses  will  be
                         reimbursed  or  advanced  promptly  after  your
                         submission to the Company of expense statements
                         in such  reasonable detail  as the  Company may
                         require;
                         
                    (iii)to   make  available   to  you   secretarial
                         assistance, the  use of  a  portable phone  and
                         laptop computer, and  a suitable office  at the
                         Company's headquarters, for which  you will pay
                         to the Company a monthly amount of $2,500, such
                         amount to be paid no later than the last day of
                         each month;
                         
                     (iv)to make  available to  you, at  no additional
                         charge, an  annual physical,  a parking  space,
                         access to the executive dining room and fitness
                         center, and membership  privileges at  the City
                         Energy Club and  English Turn Country  Club for
                         business entertainment purposes.   Any expenses
                         incurred at these  clubs that are  not business
                         related will be borne by you personally.

                 9. Nothing in  this agreement shall  affect in  any way
                    any of your previously accrued and vested pension or
                    other rights or benefits  under any of the  plans or
                    agreements of the Company or any of its subsidiaries
                    or affiliates.
                    
                 10.(i)   The  term  of  this agreement  shall  be  the
                    Consulting Term, subject to  any earlier termination
                    of your status as a consultant pursuant to the terms
                    of  subparagraph  (ii)  of  this  paragraph.    This
                    agreement shall be automatically  continued for like
                    Consulting  Terms  of  one  year  unless  and  until
                    canceled by  either  party  upon  thirty  (30)  days
                    written notice prior  to the  end of  any Consulting
                    Term.  Following the termination  of this agreement,
                    each party  shall  have  the  right to  enforce  all
                    rights, and  shall be  bound by  all obligations  of
                    each  party   that   are   continuing   rights   and
                    obligations under the terms of this agreement.

                   (ii)    This agreement may be terminated, upon notice
                   given in  the manner provided in paragraph 12 hereof,
                   prior to the expiration of the Consulting Term:

                      (A) by the  mutual written consent of  the Company
                         and you;
                         
                      (B) by  the  Company,  upon your  death,  or  your
                         physical or mental incapacity;
                         
                      (C) by  the  Company  in the  event  of  your  (1)
                         willful failure  to  perform substantially  the
                         consulting services  contemplated  hereby,  (2)
                         breach of any  of the  other covenants  of this
                         agreement, or (3) engaging  in gross misconduct
                         detrimental to the Company.
                         
                      (D) by the Company for any other reason.

            If this agreement is terminated by  the Company prior to the
            expiration of the Consulting Term for  any reason other than
            those set forth in subparagraphs 9(ii)(A), (B) or (C) above,
            then the Company  shall pay in a lump sum  in cash within 30
            days of such termination, the aggregate amount of previously
            unpaid consulting  fees that you  would have earned  had you
            served  as  a  consultant  through  the  expiration  of  the
            Consulting Term.


                 11.It is hereby understood and agreed that the Company
                    shall indemnify you  for serving  at the  request of
                    the Company as an elected officer or director of any
                    of its  subsidiaries or  affiliates  to the  fullest
                    extent  permitted   by  applicable   law,  and   the
                    determination  as  to  whether  you   have  met  the
                    standard required for indemnification  shall be made
                    in accordance with  the articles  and bylaws  of the
                    applicable entity and  with applicable  law.   It is
                    further understood and agreed that  while serving in
                    such capacity you will  be covered by  the Company's
                    directors and officers insurance policy.
                    
                 12.Any   notice   or  other   communication   required
                    hereunder shall be  in writing,  shall be  deemed to
                    have been  given  and  received  when  delivered  in
                    person, or, if mailed, shall be  deemed to have been
                    given when  deposited  in  the United  States  mail,
                    first class, registered or certified, return receipt
                    requested, with proper postage prepaid, and shall be
                    deemed to have been  received on the  third business
                    day hereafter, and shall be addressed as follows:

                                If to the Company, addressed to:
                                Mr. Richard C. Adkerson
                                Chairman of the Board
                                FM Services Company
                                1615 Poydras Street
                                New Orleans, Louisiana 70112

                                If to you:
                                Mr. Rene L. Latiolais
                                2305 Barton Creek Blvd.
                                Villa 42
                                Austin, Texas 78735
                      or such other address to  which either party shall
                 have notified the other in writing.

                 13.This agreement  is personal to you  and the Company
                    and its subsidiaries and shall not  be assignable by
                    either party  without the  prior written  consent of
                    the other.  This agreement shall  be governed by and
                    construed in accordance with  the laws of  the State
                    of Louisiana.   This  agreement contains  the entire
                    understanding  between  the  Company  and  you  with
                    respect  to  the  subject  matter  hereof.  Further,
                    Consultant confirms that he has not  relied upon any
                    representations or  statements by  the Company  as a
                    basis for entering into this agreement  that are not
                    contained herein. This agreement may not be amended,
                    modified or  extended otherwise  than  by a  written
                    agreement executed by the parties thereto.

            Please confirm  that the foregoing correctly  sets forth the
            agreement  between  the  Company  and  you  by  signing  and
            returning to the Company one of  the enclosed copies of this
            letter.

                                               Very truly yours,


                                              /S/ Michael J. Arnold

                                               Michael J. Arnold
                                               President
                                               FM Services Company


            I hereby confirm that the foregoing correctly sets forth the
            agreement between FM Services Company and myself.



                                              /S/  Rene L. Latiolais

                                               Rene L. Latiolais


                                               December 25 1997           



                                     APPENDIX A

                                CONFIDENTIALITY TERMS

                 This  Appendix  A  to  the  Consulting  Agreement  (the
            "Agreement")  by  and  between   FM  Services  Company  (the
            "Company") and  Rene' L.  Latiolais (the  "Consultant") sets
            forth the  parties' mutual understanding and  agreement with
            respect to the obligations of the Consultant to maintain the
            confidentiality  of  certain   information  related  to  the
            Company and  its Affiliates (as  defined below).   Any terms
            not  otherwise defined  in this  Appendix A  shall have  the
            meaning  normally  ascribed  to  them but in the context
            necessary to  fulfill the  purpose of this Agreement.

                 1. Definitions

                      (A)  "Affiliate" shall  mean, with respect  to any
                         person or  entity,  (i)  any  other  person  or
                         entity  directly  or   indirectly  controlling,
                         controlled by or under common control with such
                         person or entity, or (ii) any  employee of such
                         person or entity or  any independent contractor
                         contracted by such person or  entity to perform
                         work for the Company.  For the purposes of this
                         definition,    "control"     (including     the
                         correlative meanings, the  terms "controlling",
                         "controlled  by"  and  "under   common  control
                         with") as used  with respect  to any  person or
                         entity, shall mean the  possession, directly or
                         indirectly, of the power to direct or cause the
                         direction of  the  management  and policies  of
                         such  person   entity,   whether  through   the
                         ownership of voting securities,  by contract or
                         otherwise; and, for the purposes of this 
                         agreement this  term  shall  be interpreted  to
                         include client companies to which services are 
                         provided  to   by   the   Company  or   Company
                         Personnel.


                      (B)  "Company  Personnel" means,  collectively (i)
                         any Affiliate or  joint venture partner  of the
                         Company, (ii)  any  consultant  or  independent
                         contractor employed by  the Company,  (iii) any
                         entity in which the Company or any Affiliate of
                         the Company has an investment interest and (iv)
                         any   employee,   independent   contractor   or
                         consultant employed  by  any  of  the  entities
                         described  in   subparts   (i)-(iii)  of   this
                         definition.

                      (C)  "Confidential Information" means  any and all
                         information  and   Know-How  (i)(A)   which  is
                         proprietary  to  the  Company  or  any  Company
                         Personnel,  or  (B)   which  is  or   has  been
                         disclosed to the  Consultant by the  Company or
                         any Company  Personnel  with the  understanding
                         that it is  confidential and  is to  remain so,
                         and (ii) which  the Consultant has  obtained or
                         about which  he  has  become aware  during  his
                         prior employment by the  Company or any  of its
                         Affiliates or  during  the  Consulting  Term.  
                         Confidential  Information   includes,   without
                         limitation:    business   plans;  environmental
                         reports and  plans;  information  contained  in
                         internal    and    external    memoranda    and
                         correspondence by  or  to  the Company  or  any
                         Company Personnel, together with  the memoranda
                         and  correspondence   themselves;   information
                         contained in bulletins and  newsletters created
                         by  the  Company   or  an   Company  Personnel,
                         together with  the  bulletins  and  newsletters
                         themselves; information learned and notes taken
                         in connection with meetings  or teleconferences
                         conducted during the period of prior employment
                         of the Consultant or during the Consultant Term
                         with the Company  or any  of its  Affiliates or
                         consultants;   information   and   other   data
                         recorded in  the  databases, files,  diskettes,
                         directories, magnetic  tape  and other  storage
                         media of the Company's computer  systems or any
                         computer systems on  which information  or data
                         of the  Company  is  stored or  processed;  any
                         information relating  to  decisions or  actions
                         taken by the  Company or  the reasons  for such
                         decisions or  actions;  financial  information;
                         trade secrets of  the Company;  and information
                         relating to  the Company's  Know-How, products,
                         operations,  technology,   computer   programs,
                         source codes,  data  bases,  schematics,  other
                         original  Works  of  Authorship,  research  and
                         development, engineering, design, construction,
                         manufacturing, purchasing,  finance, marketing,
                         product  development,   business  acquisitions,
                         personnel, promotion, distribution  and selling
                         activities.

                      (D)  "Intellectual  Property"  means any  and  all
                         Know-How,   Works   of   Authorship,   patents,
                         trademarks, and  copyrights  which  (i)  relate
                         directly to the business of the  Company or its
                         Affiliates or to the  actual or demonstratively
                         anticipate  research  or  development   of  the
                         Company or  its  Affiliates,  (ii) any  of  the
                         Company's   Know-How,    equipment,   supplies,
                         facilities or trade secret  information is used
                         to  develop  or  improve,  or   (iii)  are  not
                         developed  entirely  on  the  Consultant's  own
                         time, including, in  each case, any  such Know-
                         How, Works  of Authorship,  patents, trademarks
                         and copyrights developed by the Consultant.

                      (E)  "Know-How"   means  any   designs,  formulas,
                         developmental or experimental work,  new ideas,
                         inventions,    know-how,    innovations,    new
                         applications,   techniques,    data,   devices,
                         computer   and   other    programs,   products,
                         processes,  concepts,   discoveries,  patterns,
                         methods, information, improvements  or creative
                         work, whether or not any of them are reduced to
                         writing or reduced  to practice and  whether or
                         not they are  patentable.  The  term "Know-How"
                         shall include any written manifestations of any
                         of the intangible information  described in the
                         first sentence  of this  definition, including,
                         without limitation,  related drawings,  charts,
                         blueprints, manuals and formulae.

                      (F)  "Works of Authorship"  mean those works fixed
                         in any tangible medium of expression from which
                         they can be perceived,  reproduced or otherwise
                         communicated, either directly  or with  the aid
                         of a machine or device, whether or not they are
                         copyrightable.

                 2. Confidentiality.  The Consultant hereby acknowledges
                    that during  the  term  of  his  employment  by  the
                    Company and/or any of its Affiliates, and during the
                    Consulting Term, the Consultant has been and will be
                    exposed to  certain Confidential  Information.   The
                    Consultant agrees  during  the  Consulting Term  and
                    thereafter, without limitation  as to time,  to hold
                    such   Confidential    Information   in    strictest
                    confidence, and not to  use, except for  the benefit
                    of the Company or  to disclose, transfer  or reveal,
                    directly or indirectly to any person  or entity, any
                    Confidential Information  without the  prior written
                    authorization of the  Chairman of  the Board  of the
                    Company.  All Confidential Information  is and shall
                    remain  the  sole  and  exclusive  property  of  the
                    Company, subject to its sole discretion  as to use. 
                    The Consultant agrees not to use  (and not to permit
                    any of  his  Affiliates  to  use)  any  Confidential
                    Information for his own  benefit or for  the benefit
                    of any  person or  entity other  than the  Company. 
                    Without limiting  the generality  of the  foregoing,
                    the Consultant  shall presume  that all  information
                    and Know-How related in any manner to the Company or
                    Affiliates which he has obtained or  of which he has
                    become  aware  during   the  course  of   his  prior
                    employment  by  the   Company  and/or  any   of  its
                    Affiliates, or  which  he  obtains  or of  which  he
                    becomes  aware  during   the  Consulting   Term,  is
                    Confidential Information,  whether such  information
                    or Know-How was or is developed by the Consultant or
                    by other  people  associated  with the  Company  and
                    notwithstanding that  such  information or  Know-How
                    may be otherwise available to the public.

                 3. Third Party Information The   Consultant acknowledges
                    that the  Company has received,  and in
                    the future will receive  confidential or proprietary
                    information from third parties, subject to a duty on
                    the Company's part  to maintain  the confidentiality
                    of such information and  to use it only  for certain
                    limited purposes.  The Consultant agrees to hold all
                    such confidential or proprietary  information in the
                    strictest confidence and not  to disclose it  to any
                    person or entity (except as  necessary in performing
                    Consultant's   obligations   under   the   Agreement
                    consistent with  the Company's  agreement with  such
                    third party) or to use (or  permit his Affiliates to
                    use) it for the benefit of anyone other than for the
                    Company or  such third  party  (consistent with  the
                    Company's agreement with  such third  party) without
                    the express written authorization of the Chairman of
                    the Board of the Company.

                 4. No Additional Consideration. The Consultant agrees
                    that no additional compensation in  addition to that
                    provided in  the Consulting  Agreement shall  be due
                    him  from  the  Company  in   consideration  of  the
                    obligations  required  of  the  Consultant  by  this
                    Appendix A.

                 5. Return of Materials. At the  request of the Company
                    or  on   the   termination   of   the   Consultant's
                    association with or  employment by the  Company, the
                    Consultant agrees  to  immediately  deliver  to  the
                    Consultant's primary  contact  at  the  Company  all
                    papers, notes, data, reference  materials, sketches,
                    drawings, memoranda, documentation, software, tools,
                    apparatus and any  other materials furnished  to the
                    Consultant by the  Company or  prepared or  made, in
                    whole or part, by the Consultant  at any time during
                    the Consultant's association with the Company.

                 4. Notice.   The Consultant  authorizes the  Company to
                    notify others,  including  any  person to  whom  the
                    Consultant has disclosed Confidential Information in
                    violation of  this Agreement  of the  terms of  this
                    Agreement and his obligations hereunder.