Exhibit
10.6






CONSULTING
AGREEMENT


BETWEEN
TEPPCO MARINE SERVICES, L.L.C.


AND
CENAC MARINE SERVICE, L.L.C.




This
Consulting Agreement (this “Agreement”) is made and entered into as of August 1,
2009 by and between TEPPCO Marine Services, L.L.C., a Delaware limited liability
company (“TEPPCO”), and Cenac Marine Services, L.L.C., a Louisiana limited
liability company acting through its President, Arlen B. Cenac, Jr., who also is
a signatory to this Agreement and individually bound by the terms hereof
(“Consultant”).





WHEREAS,
Consultant is an experienced marine operator and is familiar with TEPPCO’s
business and operations; and





WHEREAS,
TEPPCO desires to engage Consultant’s services to provide general advice and
management services, on a part time basis; and





WHEREAS,
TEPPCO and Consultant desire to enter into this Agreement for the purpose of
memorializing the terms and conditions of Consultant’s engagement by
TEPPCO;





NOW,
THEREFORE, in consideration of the premises and the representations, warranties,
covenants, and agreements stated herein, and upon the terms and subject to the
conditions hereinafter set forth, TEPPCO and Consultant hereby agree as
follows:





1.           Contract
Term.  The term of this Agreement shall commence on August 1,
2009, and shall continue in force and effect for a period of two (2) years
thereafter unless terminated sooner by TEPPCO or Consultant by giving at least
ninety (90) days advance notice in writing to the other Party.





2.           Scope of
Consultant’s Services.  During the term of this Agreement,
Consultant shall be responsible for (i) the efficient management, supervision,
and oversight of TEPPCO’s day-to-day operations, including, without limitation,
the supervision of certain individuals working on the TEPPCO business, the
maintenance of all TEPPCO equipment, and compliance by TEPPCO with all
applicable safety regulations and (ii) such other related management services
that TEPPCO may request of Consultant.  In addition, when and to the
extent requested by TEPPCO, Consultant shall cooperate with TEPPCO to fully and
adequately train, and to otherwise effectively and efficiently to transition the
duties, responsibilities and authority of Consultant with respect to the
day-to-day business of TEPPCO to, the person or persons designated by TEPPCO to
assume Consultant’s responsibilities upon the expiration or earlier termination
of this Agreement.  Consultant agrees to devote its best efforts to
the performance of its services under this Agreement.  Consultant
further agrees for itself and for all its employees performing services under
this Agreement to comply with the Code of Conduct of EPCO, Inc., a Texas
corporation (“EPCO”), and all EPCO or and all TEPPCO policies regarding and
relating to outside contractors.  TEPPCO acknowledges that Consultant
has other businesses, and that the services






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provided
hereunder will be on a part-time basis, which will allow Consultant to continue
with other business, that is not inconsistent with Consultant’s duties
hereunder.





3.           Consultant’s
Direct Report.  During the term
of this Agreement, Consultant shall report to and receive instructions from
TEPPCO’s President and CEO or such other person designated in writing by
TEPPCO’s Board of Directors.





4.           Scope of
Consultant’s Authority.  During the term
of this Agreement, Consultant shall have authority to bind TEPPCO to commitments
at such levels and with respect to such matters as may be determined from
time-to-time by TEPPCO’s Board of Directors and communicated to Consultant by
TEPPCO’s President and CEO.  Unless otherwise authorized in writing by
TEPPCO’s Board of Directors, Consultant’s authority shall not include the
purchase or lease of tows, barges, tugs, push boats, or other vessels of any
kind.





5.           Independent
Contractor Status of Consultant.  During the term
of this Agreement, Consultant shall be an independent contractor of TEPPCO, and
it is expressly understood that all employees of Consultant performing services
pursuant to this engagement, are employees of Consultant and not of TEPPCO or
any of TEPPCO’s affiliates.  As such, none of Consultant’s employees
performing services under this Agreement shall be entitled to participate in any
employee benefits plans sponsored by TEPPCO or any of its affiliates for their
respective own employees, and Consultant shall be responsible for payment of all
compensation, payroll and other taxes due to, for or in respect of its
employees, whether performing services under this Agreement or
otherwise.  Consultant further agrees to indemnify TEPPCO and its
affiliates and hold TEPPCO and its affiliates harmless against any and all
claims by Consultant’s employees, including employment law claims, arising from
the performance of services under this Agreement or by any taxing authority for
payroll taxes alleged to be due on the wages of such employees.





6.           Compensation.  Within five (5)
business days after the commencement date of this Agreement, TEPPCO will pay
Consultant a one-time retainer fee in cash of Two Hundred Thousand and No/100
($200,000.00).  In addition, on or before the last day of each month
during the term of this Agreement, TEPPCO shall pay Consultant a monthly
consulting fee of Forty-One Thousand Six Hundred Sixty-Seven Dollars and No/100
($41,667.00), which shall be prorated for any partial month of
performance.





7.           Expenses.  On or before the
tenth day of each month during the term of this Agreement, Consultant shall
invoice TEPPCO for all expenses reasonably incurred by Consultant during the
prior month in connection with Consultant’s performance of services under this
Agreement, subject to and consistent with EPCO’s or TEPPCO’s general policies
governing the reimbursement of expenses incurred by outside
contractors.  TEPPCO agrees to pay such invoices within thirty (30)
business days following receipt; provided, however, that in the event of a
dispute concerning any amount invoiced by Consultant, TEPPCO shall pay the
undisputed portion of such


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invoice and Consultant
shall furnish TEPPCO with any and all records as may be requested by TEPPCO
relating to such disputed amount so as to enable the parties to resolve the
dispute.




8.           Insurance.  Consultant agrees
to maintain, at its own expense with no charge to TEPPCO, general liability
insurance with a minimum limit of $10,000,000.00, automobile insurance with a
minimum limit of $6,000,000.00, and workers compensation insurance covering all
of its employees performing services under this Agreement consistent with
TEPPCO’s requirements for outside contractors.   TEPPCO, during
the term of this Agreement, will carry or maintain or caused to be carried or
maintained insurance, including, at a minimum, general liability insurance with
limits of $1,000,000.00 combined single limit per occurrence; automobile
liability insurance limits with limits of $1,000,000.00 combined
single  limit per accident/occurrence for bodily/personal injury and
property damage, including coverage for all owned, hired and non-owned vehicles
or automotive equipment; excess liability limits in the amount of $10,000,000.00
per occurrence in excess of the primary limits above; and protection and
indemnity insurance (Form SP 23 or equivalent) on all marine equipment of TEPPCO
and general liability insurance for the marine equipment with an overall limit
of $200,000,000.00 per occurrence, including coverage for marine crew, pollution
liability, removal of wreck, collision and tower’s liability, cargo legal
liability, third-party bodily injury and property damage liability, including
contractual liability coverage.





With respect to each of the policies
described above, TEPPCO and Consultant shall waive and require their insurers to
waive any right of subrogation or recovery against each
other.  Additionally, with respect to each of the policies described
above, TEPPCO and Consultant shall be named as additional insureds on all
policies except workers compensation.





TEPPCO and Consultant will deliver to
each other certificates of insurance upon request.





9.           
Mutual
Indemnification.  It is the
intention of the parties hereto that the indemnity obligations by and between
them in consideration of this Agreement be reciprocal and mutual as stated
herein:





A.           By
Consultant:  Consultant agrees
to defend, indemnify and hold harmless TEPPCO and its affiliates from any and
all claims or losses of whatever nature or kind made by Consultant’s employees,
invitees or agents for personal injury or death arising out of or related to the
operations and services provided in this Agreement.





Further, Consultant agrees to defend,
indemnify and hold harmless TEPPCO and its employees from any and all claims of
whatever nature or kind for damage to, or destruction of Consultant’s property
arising out of or related to the operations and services provided in this
Agreement.


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B.           
By
TEPPCO:  TEPPCO agrees to
defend, indemnify and hold harmless Consultant and its affiliates from any and
all claims or losses of whatever nature or kind made by TEPPCO’s employees,
affiliates, invitees or agents for personal injury or death arising out of or
related to the operations and services provided in this Agreement.





Further, TEPPCO agrees to defend,
indemnify and hold harmless Consultant and its employees from any and all claims
or losses of whatever nature or kind for damage to or destruction of TEPPCO
property arising out of or related to the operations and services provided in
this Agreement.





C.    
       (i)            The
indemnities and obligations assumed in subparagraphs A and B of this part are
owed regardless of the fault, negligence or strict liability of the indemnified
party, whether sole, concurrent, contributory or
comparative.  However, no indemnity obligation is owed to the extent
that any claims are predicated upon the gross negligence or willful misconduct
of the Indemnified Party.





(ii)           The
obligation to “defend” includes all reasonable attorney fees and costs of
investigation, defense and adjudication.  The obligation to indemnify
includes all damages, liabilities, judgments, fines, penalties, assessments, and
other amounts unless otherwise limited herein.





(iii)           Except
as otherwise expressly provided herein, neither Consultant nor TEPPCO shall be
obligated to defend, indemnify or hold harmless under this article or otherwise
in respect of this Agreement for exemplary, special, punitive, indirect, remote,
speculative or consequential damages unless such amounts are recovered from any
insurance policy set forth herein.




10.           Restrictive
Covenants.





A.           Confidentiality.  Consultant
acknowledges that during the course of this Agreement, it shall have access to
certain confidential and proprietary information concerning TEPPCO’s business
and operations.  Consultant agrees that all such information is the
property of TEPPCO and further agrees, during the term of this Agreement and for
a period of two (2) years thereafter, both for itself and for all of its
employees, not to use for its benefit or to disclose to any third party any of
such information without the express written consent of TEPPCO’s President and
CEO.





B.           Covenant
Against Competition.  (i) As an essential consideration for the
obligations of TEPPCO under this Agreement, each of the Consultants hereby
agrees and covenants that, for a period commencing on the date of this Agreement
and ending on the second anniversary of the respective dates of the last work
performed hereunder:




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(a)  within
the geographical area described on Appendix Ato this
Agreement (“Restricted Territory”), each of the Consultants shall not, directly
or indirectly, whether as principal, agent, employee, shareholder or other
equity holder (other than a holding of shares listed on a United States stock
exchange or automated quotation system that does not exceed five percent of the
outstanding shares so listed), owner, investor, partner or otherwise,
individually or in association with any other Person (as hereinafter
defined):  (A) carry on or engage in any manner in the business
described on Appendix
B to this Agreement (“Restricted Business”), (B) solicit customers of the
Restricted Business, (C) become the employee of, or otherwise render services on
behalf of, any Person that carries on or engages in a business similar to the
Restricted Business or (D) induce or attempt to induce any customer, supplier,
licensee or business relation of TEPPCO or any of its affiliates to cease doing
business with TEPPCO or any of its affiliates, or in any way interfere with the
relationship between any customer, supplier, licensee or business relation of
TEPPCO or any of its affiliates with TEPPCO or any of its
affiliates.  As used in this Agreement the term “Person” means any
individual, firm, corporation, partnership, limited liability company, joint
venture, association, trust, unincorporated organization, government or agency
or subdivision thereof or any other entity; and





(b)  each
of the Consultants shall not, directly or indirectly, either for himself or any
other Person, (A) solicit or induce or attempt to solicit or induce any EPCO
employee or independent contractor providing services to TEPPCO or any of its
affiliates to leave the employ of EPCO or to cease providing services to TEPPCO
or any of its affiliates, or (B) in any way interfere with the relationship
between TEPPCO or any of its affiliates and any EPCO employee or independent
contractor providing services to the TEPPCO or any of its
affiliates.





(ii)           Any
dispute, controversy or claim arising out of or in connection with this Section
10 B, including the alleged breach of Section 10 B (i)  or a challenge
to its validity or enforceability, shall be settled exclusively by final and
binding arbitration in Tarrant County, Texas, administered by the American
Arbitration Association (“AAA”) in accordance with the Commercial Arbitration
Rules of the AAA; provided,
however,that nothing herein is or shall be deemed to preclude Buyer’s
resort to the interim relief prescribed in Section 10 B (iii),
below.  The arbitrator(s) shall be selected by mutual agreement of the
parties, if possible.  If the parties fail to reach agreement upon
appointment of arbitrator(s) within thirty




5


days
following receipt by one party of the other party’s notice of desire to
arbitrate, the arbitrator(s) shall be selected from a panel or panels of persons
submitted by the AAA.  The selection process shall be that which is
setforth in the
AAA Commercial Arbitration Rules then prevailing, except that, if the parties
fail to select arbitrator(s) from one or more panels, AAA shall not have the
power to make appointment(s) but shall continue to submit additional panels
until arbitrator(s) have been selected.  The jurisdiction of the
arbitrator(s) and the arbitrability of any claim, defense, issue or objection
raised by any party shall be decided by the arbitrator(s) in the first
instance.  Judgment on the award entered by the arbitrator(s) may be
entered by any court having jurisdiction thereof.  All aspects of the
arbitration and matters subject thereto shall remain
confidential.  The parties will each bear their own attorneys’ fees
and costs in connection with any dispute or controversy, except as provided in
Section 10 B (iii), below.




(iii)           In
the event of a breach or threatened breach by either of the Consultants of any
of the provisions of this Section 10 B, TEPPCO shall have the right to seek
interim relief from AAA pursuant to the Optional Rules for Emergency Measures of
Protection contained in the Commercial Arbitration Rules of the AAA [including
the arbitrator selection procedures provided for in such Optional Rules for
Emergency Measures of Protection, which shall govern the selection of
arbitrator(s) for purposes of this Section 10 B (iii)] or from a court of
competent jurisdiction.  The Consultants acknowledge that TEPPCO will
suffer irreparable damage or injury not fully compensable by money damages, or
the exact amount of which may be impossible to ascertain, and therefore will not
have an adequate legal remedy.  Accordingly, TEPPCO will be entitled
to obtain any interim relief necessary or appropriate to prevent or curtail any
such breach, threatened or actual, without the necessity of posting security or
showing any actual damages or irreparable injury.  Such interim relief
may include, but is not limited to, (A) temporary or permanent injunctive relief
for the enforcement of this Section 10 B, (B) a decree for the specific
performance of this Section 10 B or (C) TEPPCO’s reasonable attorneys’ fees,
costs and expenses related to such interim relief; provided, however, that
TEPPCO agrees to pay for any Consultant’s reasonable attorneys’ fees, costs and
expenses related to interim relief sought by TEPPCO in the event that the
Consultants prevail and no such interim relief is granted.  Such
interim relief is in addition to any other rights TEPPCO may have, including the
right to seek damages.




(iv)           The
Owner and each of the Operators hereby agree that this Section 10 B is a
material and substantial part of the transactions contemplated by this
Agreement.  Each of the Operators further agrees and acknowledges that
the covenants in Section 10 B (i) are reasonable with respect to their duration,
scope and geographical area.





(v)           The
covenants in this Section 10 B are severable and separate, including within
provisions, subparts or portions thereof, and the unenforceability of any
specific covenant, provision or subpart thereof in this Section 10 B is not
intended by any party hereto to, and shall not, affect the provisions of any
other


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covenant
in this Section 10 B.  If any arbitrator or panel of arbitrators, or
any court pursuant to Section 10 B (iii) above, determines that the terms,
scope, time or territorial restrictions set forth in Section 10 B (i) are
unreasonable as applied to a Consultant, the parties hereto acknowledge their
mutual intention and agreement that the offending provisions, subparts or
portions thereof be severed and the remaining provisions and restrictions be
enforced to the fullest extent permitted by law as the arbitrator(s) or court
[pursuant to Section 10 B (iii) above] deems reasonable, and thereby shall be
reformed to that extent.  All the covenants, provisions and subparts
thereof in this Section 10 B are intended by each party hereto to, and shall, be
construed as an agreement independent of any other provision in this Agreement,
and the existence of any claim or cause of action of either of the Consultants
against TEPPCO, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by TEPPCO of any covenant, provision or
subpart in this Section 10 B.  The covenants contained in this Section
10 B shall not be affected by any breach of any other provision hereof by any
party hereto and shall not prevent any Consultant from rendering the services to
TEPPCO in accordance with this Agreement.








11.           Notices.  All  notices
required by this Agreement shall be in writing and provided by personal
delivery, United States mail, facsimile, or e-mail as follows:







If to
      TEPPCO:
            TEPPCO Marine
      Services, L.L.C.1100 Louisiana
      Street, 16th
      FloorHouston,
      Texas  77002Attention:  President
      and CEOFacsimile:  (713)
      381-3957E-Mail:  jethompson@epco.comIf to
      Consultant:
            Arlen B.
      Cenac, Jr.Post Office
      Box 2617Houma,
      Louisiana 70361Facsimile:  (985)
      872-0696E-Mail: benny@cenac.com




12.           Severability;
Reformation.  If any term or
provision of this Agreement or the application thereof to any person or
circumstance shall at any time or to any extent be determined by any court of
competent jurisdiction to be invalid, illegal, or unenforceable in any respect
as written, the parties intend that any court construing this Agreement modify
or limit such provision so as to render it valid and enforceable to the fullest
extent allowed by law.  The parties further intend that any such
provision that is not susceptible of such reformation shall be ignored so as not
to affect any other term or provision of this Agreement, that the remainder of
this Agreement shall not be affected thereby, and that each other term and
provision of this Agreement shall be valid and enforced to the fullest extent
permitted by law.


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13.           Waiver of
Breach.  The waiver by
either party to a breach of any provision of this Agreement shall not operate or
be construed as a waiver of any subsequent breach thereof.





14.           Assignment;
Successors.  Neither party may
assign any of its rights or delegate any of its responsibilities under this
Agreement to any other person or entity without the prior written consent of the
other party to this Agreement, except that TEPPCO may assign any of its rights
and delegate any of its obligations under this Agreement to any other related or
affiliated entity.  In all other respects, this Agreement shall be
binding upon and inure to the benefit of Consultant, TEPPCO, and their
respective heirs, successors, or permitted assigns.





15.           Construction;
Paragraph Headings.  The language used
in this Agreement shall be deemed to be the language the parties hereto have
chosen to express their mutual intent, and no rule of strict construction will
be applied against any party hereto.  The paragraph headings contained
in this Agreement are for reference purposes only and shall not affect the
meaning or interpretation of this Agreement.





16.           Counterparts.  This Agreement
may be executed in any number of counterparts, each of which shall be deemed to
be an original and all of which together shall be deemed to be one and the same
instrument.





17.           Governing
Law; Dispute Resolution.





a.
            If
      a dispute, controversy or claim arises between the parties relating to the
      interpretation or performance of this Agreement or the grounds for the
      termination hereof (“Dispute”), appropriate senior executives of TEPPCO
      and Consultant who shall have authority to resolve the matter shall meet
      to attempt in good faith to negotiate a resolution of the Dispute prior to
      pursuing other available remedies.  The initial meeting between
      the appropriate senior executives, which shall be held within 10 business
      days of Notice to the other party of the Dispute in Houston, Texas or such
      other place as the parties may mutually agree, shall be referred to herein
      as the “Dispute Resolution Commencement Date.”  Discussions and
      correspondence relating to attempted resolution of such Dispute shall be
      treated as confidential information developed for the purpose of
      settlement and shall be exempt from discovery or production and shall not
      be admissible.  If the senior executives are unable to resolve
      the Dispute within 30 days from the Dispute Resolution Commencement Date,
      and any of the parties wishes to pursue such Dispute, then the Dispute
      shall be mediated by a mutually acceptable mediator within 30 days after
      written notice by one party to the other demanding non-binding
      mediation.  No party may unreasonably withhold consent to the
      selection of a mediator.


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The
      mediation shall be held in Houston, Texas or at such other place as the
      parties may mutually agree.  TEPPCO, on one hand, and Consultant
      on the other hand, shall share the costs of the mediation equally, except
      that each party shall bear its own costs and expenses, including
      attorney’s fees, witness fees, travel expenses, and preparation
      costs.





b.
            If
      mediation does not prove successful, either party may proceed as follows:
      This Agreement shall be governed by the general maritime laws of the
      United States, to the extent applicable, and otherwise by the laws of the
      state of Texas without regard to the application of any conflicts of law’s
      principles which might otherwise require the application of the law of
      another jurisdiction.  The parties further consent to personal
      jurisdiction in any action brought with respect to this Agreement in any
      federal or state court in Tarrant County, Texas and, further, that such
      venue shall be the exclusive venue for resolving any dispute arising under
      this Agreement.  In addition, both Consultant and TEPPCO hereby
      waive their right to trial by jury in connection with any suit, action or
      proceeding relating to this
Agreement.





18.           Entire
Agreement.  This Agreement
constitutes the entire Agreement of the parties with respect to the subject
matter hereof.  This Agreement may not be modified, amended or
terminated except by a written instrument specifically referring to this
Agreement signed by each of the parties hereto.








TEPPCO
      MARINE SERVICES, L.L.C.
                
                
                
                By:  /s/  MURRAY
      H . HUTCHISON
                Murray
      H. Hutchinson, Interim Executive Chairman
              CENAC
      MARINE SERVICES, L.L.C.
                
                
                
                By:  /s/  ARLEN
      B. CENAC, JR.
                Arlen B. Cenac, Jr.,
President













/s/  ARLEN
      B. CENAC, JR.Arlen
      B. Cenac, Jr., Individually









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Appendix
A








The
commercially navigable inland waterways of the continental United States located
east of the 105o meridian,
including the Mississippi River System and connecting waterways, (b) the Gulf of
Mexico, including the Gulf Intra costal Waterway, (c) Alabama, Arkansas,
Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Minnesota,
Mississippi, Missouri, Nebraska, North Carolina, Ohio, Oklahoma, Pennsylvania,
South Carolina, South Dakota, Tennessee, Texas, Virginia, West Virginia,
Wisconsin and (d) the following parishes in the State of Louisiana:





Acadia
              Allen
              Ascension
              Assumption
              Avoyelles
              Beauregard
              Bienville
              Bossier
              Caddo
              Calcasieu
              Caldwell
              Cameron
              Catahoula
              Claiborne
              Concordia
              De
      Soto
              East
      Baton Rouge
              East
      Carroll
              East
      Feliciana
              Evangeline
              Franklin
              Grant
            Iberia
              Iberville
              Jackson
              Jefferson
              Jefferson
      Davis
              La
      Salle
              Lafayette
              Lafourche
              Lincoln
              Livingston
              Madison
              Morehouse
              Natchitoches
              Orleans
              Ouachita
              Plaquemines
              Pointe
      Coupee
              Rapides
              Red
      River
              Richland
              Sabine
              St.
      Bernard
            St.
      Charles
              St.
      Helena
              St.
      James
              St.
      John the Baptist
              St.
      Landry
              St.
      Martin
              St.
      Mary
              St.
      Tammany
              Tangipahoa
              Tensas
              Terrebonne
              Union
              Vermilion
              Vernon
              Washington
              Webster
              West
      Baton Rouge
              West
      Carroll
              West
      Feliciana
              Winn





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Appendix
B





“Restricted Business”
means the business of the Owner, as of the date of this Agreement, including,
without limitation, the inland marine transportation and offshore marine
transportation of (A) hydrocarbons and hydrocarbon-based products, including
kerosene, gasoline, feedstocks, lube oils, lube oil base stocks, refined
petroleum products and heavy olefins, (B) waste water, sediment and drilling or
disposal fluids resulting from the exploration or production of hydrocarbons,
and (C) delivery of bunker fuels for cruise liners and cargo ships as well as
fuel oil for electric generation plants.




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