EXHIBIT 10.6

                          BUSINESS CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the "Agreement") is made and entered into as of July
8, 2004 by and between Navidec Financial Services, Inc., a Colorado corporation
located at 6399 South Fiddler's Green Circle, Suite 300, Greenwood Village,
Colorado 80111 ("Navidec"). and Phoenix Alliance, Inc., a Colorado corporation
located at 22 Cedar Court, Durango, Colorado 81301 ("PR Firm").

                                    RECITALS:
                                    ---------

A.   Client is a publicly traded company that is engaged in providing strategic
     financial consulting services to Navidec, Inc. and BPZ Energy, Inc. with
     respect to a potential merger of the two entities. (the "Business").

B.   PR Firm is strategic financial communications firm focused on the
     development and implementation of customized strategies and programs
     designed to foster and enhance corporate awareness within the financial
     markets community.

C.   Client acknowledges the expertise of PR Firm and desires to avail itself,
     for the term of this Agreement, of such expertise, and to compensate PR
     Firm in accordance herewith.

NOW, THEREFORE, in consideration of the foregoing recitals and the agreements
and covenants herein set forth, the parties, agreeing to be legally bound,
hereto agree as follows:

1)   Retention; Services. Client hereby retains PR Firm as a consultant to
     Client, and PR Firm agrees to render consulting services, as defined in
     Exhibit A attached hereto, to Client, upon the terms and conditions set
     forth in this Agreement. Notwithstanding any other provision of this
     Agreement, Client shall have the sole right to approve any arrangements
     proposed by PR Firm with regard to the performance of the services PR Firm
     is to provide hereunder.

2)   Time and Resources Devoted by PR Firm.

     a)   During the term of this Agreement, PR Firm shall spend such time as
          may be reasonably required for the performance of the Services and PR
          Firm shall guarantee the dedication of senior account executives to
          the performance of the Services.

     b)   Upon reasonable notice by Client, PR Firm will use reasonable efforts
          to accommodate requests by Client to attend and arrange specific
          meetings, conferences, and/or other similar formally scheduled events.

     c)   Upon reasonable notice by Client, PR Firm will use reasonable efforts
          to accommodate requests by Client for PR Firm to have completed
          specific Services by specifically scheduled and mutually agreed upon
          deadlines.

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3)   Client Cooperation. Client recognizes and acknowledges that the quality and
     accuracy of the Services, and the efficiency and timeliness of their
     completion, is significantly dependent on Client's cooperation with PR Firm
     as well as Client's available resources. Therefore, upon the reasonable
     request of PR Firm, subject to compliance with applicable securities laws,
     Client shall provide PR Firm in a reasonably timely manner such information
     and resources that may be reasonably obtainable by Client that is/are
     necessary for PR Firm to perform the Services completely and accurately in
     all material respects. PR Firm shall be entitled to rely on the
     completeness, correctness and accuracy of the information provided by
     Client to PR Firm in the performance by PR Firm of the Services.

4)   Acknowledgement of Publicly Trading Status.

     a)   PR Firm and Client agree and acknowledge that the public trading
          status of Client's common stock necessitates adherence to various
          regulations and guidelines provided and enforced by any regulatory
          bodies, including the NASD, SEC, NASDAQ or any other stock exchange,
          market or trading facility on which its shares are or have been
          listed. As such, PR Firm and Client each agrees and acknowledges that
          it shall comply at all times with all applicable federal and state
          securities laws and adhere to such regulations and guidelines provided
          and enforced by any such regulatory bodies.

     b)   Except as provided for within this Agreement, neither PR Firm, nor any
          of its employees, directors, or affiliates shall own, buy, sell,
          borrow, lend, transfer, hypothecate, or transact in any way, directly
          or indirectly the publicly traded stock of Client during the Term of
          this Agreement and for a period of three months thereafter.

     c)   Neither PR Firm, nor any of its employees, directors, or affiliates
          shall discuss with or reveal information concerning this Agreement,
          Client or the Services to parties other than i) representatives,
          affiliates, and advisors of PR Firm; ii) parties to this Agreement;
          iii) parties whom Client has informed the PR Firm are bound by
          nondisclosure agreements; iv) professional service providers such as
          accountants and counsel with whom Client has informed the PR Firm that
          they have a formal professional relationship; and v) appropriate legal
          and regulatory persons and/or entities.

5)   Authorized Representatives. Client shall be duly represented by its
     President, CEO, CFO or such other person as mutually designated in writing
     by both its President and CEO, who are each individually authorized to
     commit and legally bind Client and to provide suggestions and
     recommendations to PR Firm as needed for PR Firm to provide the Services.
     PR Firm shall be duly represented by its President, or other person
     designated in writing by the President of PR Firm, who is authorized to
     commit and legally bind PR Firm.

6)   Compensation. In consideration of the Services agreed to be provided and/or
     provided to Client hereunder, Client shall compensate PR Firm in accordance
     with this Agreement and as set forth on Exhibit B attached hereto.

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7)   Additional Expenses

     a)   Ordinary Operational Expenses of PR Firm. In the performance of the
          Services, PR Firm shall incur certain expenses which are considered to
          be ordinary internal operational expenses (the "Ordinary Operational
          Expenses") and, as such, are to be paid by PR Firm and not passed on
          to the Client in any way. The Operational Expenses include those
          expenses which are expected to allow for the performance of the
          Services, including the following:

               i)   Facsimile expenses;
               ii)  Telecommunications expenses;
               iii) Printing expenses of general communications;
               iv)  Leasehold expenses.

     b)   Extraordinary Expenses of PR Firm. Client shall pay certain reasonable
          costs and expenses incurred by PR FIRM, its directors, officers,
          employees and agents, in carrying out certain duties and obligations
          pursuant to the provisions of this Agreement, excluding Ordinary
          Operational Expenses, but including and not limited to the following
          costs and expenses (the "Out-of-Pocket Expenses"); provided all costs
          and expense items in excess of $500.00 must be approved by Client in
          writing prior to PR Firm's incurrence of the same:

               i)   Travel expenses, including but not limited to
                    transportation, lodging and food expenses, when such travel
                    is conducted on behalf of the Company;
               ii)  Seminars, expositions, money and investment shows;
               iii) Radio and television time and print media advertising costs,
                    when applicable;
               iv)  Subcontract fees and costs incurred in preparation of
                    research reports, when applicable;
               v)   Cost of on-site due diligence meetings, if applicable;
               vi)  Printing and publication costs of brochures and marketing
                    materials which are not supplied by the Company;
               vii) Development of a Client corporate web site (independent of
                    the web site components present on the PR Firm home web
                    site); and
               viii) Printing and publication costs of Company annual reports,
                    quarterly reports, and/or other shareholder communication
                    collateral material which is not supplied by the Company.

8)   Start Date; Term; Termination.

     a)   The performance of the Services by PR Firm shall start on July 12,
          2004 (the "Start Date").

     b)   Term. Subject to the further provisions of this Section 8, the term of
          this Agreement shall be for the period of twelve months beginning on
          the Start Date and continuing until 5:00 PM EST on July 11, 2005 (the
          "Term"), unless sooner or later terminated in accordance with the
          further provisions of this Section 8. This Agreement may be extended
          by the mutual agreement of the parties, as evidenced by an amendment
          pursuant to Section 14(a) of this Agreement.

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     c)   Termination by Client. Effective at any point following the first
          ninety (90) days of this Agreement, Client shall have the right to
          terminate this Agreement with thirty (30) days prior written notice
          for any reason whatsoever or for no reason (the "Early Termination").
          Upon the occurrence of a Early Termination, PR Firm shall be paid in
          cash, immediately upon such termination, that dollar amount equal to
          all Out-of-Pocket Expenses paid or incurred by PR Firm pursuant to
          Section 7(b) of this Agreement to the date of termination, and Client
          shall pay PR Firm that dollar amount equal to unpaid fees up to the
          termination, pursuant to Section 6 of this Agreement.

9)   PR Firm Status. PR Firm is an independent contractor performing certain
     consulting services for Client and is not an employee, agent,
     representative, officer, or partner of Client. PR Firm has no power or
     authority to act for, represent, or bind Client or any affiliate of Client
     in any manner. PR Firm acknowledges and agrees, and it is the intent of the
     parties hereto, that, under this Agreement, PR Firm receive no Client
     sponsored benefits (except as contemplated in Sections 6 and 7(b)) from
     Client, including, but not limited to, paid vacation, sick leave, medical
     insurance, and 401(k) or other retirement plan participation. Nothing
     contained herein nor any titles held with Client shall be deemed to create
     any relationship between the parties other than that of a principal and
     independent contractor.

10)  Confidentiality; Return of Client Property.

     a)   "Confidential Information" of a party means and includes, but is not
          limited to, all information about that party, including, but not
          limited to, hardware, software, screens, specifications, designs,
          plans, drawings, data, prototypes, discoveries, research,
          developments, methods, processes, procedures, improvements,
          "know-how," trade secrets, compilations, market research, marketing
          techniques and plans, business plans and strategies, customer names
          and other information related to customers, price lists, pricing
          policies and financial information or other business and/or technical
          information and materials, in written, graphic, machine-readable form
          or in any other medium. Notwithstanding anything to the contrary
          contained in this Agreement, Confidential Information shall not
          include any information that: (i) is in the public domain or becomes
          generally known to parties outside of this Agreement on a
          non-confidential basis, through no wrongful act of the party to this
          Agreement having received such information from the disclosing party;
          (ii) is lawfully obtained by either party of this Agreement, as the
          case may be, from a party outside of this Agreement without any

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          obligation to maintain the information as proprietary or confidential;
          (iii) was known to either party to this Agreement, as the case may be,
          prior to its disclosure by the other party to this Agreement, without
          any obligation to keep it confidential as evidenced by tangible
          records kept in the ordinary course of business; (iv) is independently
          developed by either party to this Agreement, as the case may be,
          without reference to any Confidential Information disclosed by the
          other party to this Agreement as evidenced by tangible records kept in
          the ordinary course of business; (v) is the subject of a written
          agreement whereby PR Firm or Client, as the case may be, consents to
          the use or disclosure of such Confidential Information by the other
          party to this Agreement; or (vi) is required by applicable law to be
          disclosed by either Client or PR Firm.

     b)   PR Firm agrees that at all times during the Term of this Agreement, PR
          Firm shall preserve as confidential all Confidential Information
          concerning Client, and any actual or potential financial, strategic or
          operational partners that has been disclosed to the PR Firm, and PR
          Firm shall not, without the prior written consent of Client, use for
          PR Firm's own benefit or purposes, or disclose to any other party such
          Confidential Information, except as required by PR Firm's engagement
          with Client, or as required by applicable law. These obligations with
          respect to confidentiality shall continue for a period one year after
          the expiration or termination of this Agreement. The terms of this
          paragraph do not impair the right to disclose such Confidential
          Information by PR Firm in order to defend PR Firm from any claim in
          any court of law once PR Firm gives Client notice of such intended
          use.

     c)   All records, business plans, financial statements, manuals, memoranda,
          documents, correspondence, reports, records, charts, lists and other
          similar data delivered to or compiled by PR Firm or by or on behalf of
          Client or its representatives, which pertain to the Business of Client
          shall be and remain the property of Client and be subject at all times
          to its discretion and control. In the event of the expiration or
          termination of PR Firm's engagement hereunder, all such materials
          pertaining to the Business of Client which has been obtained by PR
          Firm shall be delivered promptly to Client upon written request by
          Client once all Compensation and expenses have been paid in accordance
          with this Agreement; provided, however, that PR Firm may retain copies
          of any such documents and materials which may be reasonably necessary
          to maintain business, accounting, and legal records associated with
          this Agreement subject to the non-disclosure provisions of Section
          10(b).

11)  Notice/Cure. Anything contained in this Agreement to the contrary
     notwithstanding, neither party shall have failed to perform any material
     obligation or duty under this Agreement unless and until:

     (a)  Consideration. In the case of a failure to pay any consideration, such
          failure shall not have been cured within fifteen (15) business days
          after receipt of written notice thereof from the party demanding
          payment.

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     (b)  Non-Money. In the case of any other failure to perform any obligation
          or duty under this Agreement, such failure shall not have been cured
          within fifteen (15) business days after receipt of written notice from
          the demanding party describing in reasonable detail the failure.

12)  Indemnification.

     a)   Client shall indemnify and hold PR Firm and its officers, directors,
          employees, agents, PR Firm's affiliates, and representatives harmless
          from and against any and all actions, suits, proceedings, liabilities,
          losses, damages, judgments, fines, amounts paid in settlement, losses,
          costs and expenses, including, but not limited to, reasonable
          attorneys' and experts' fees and court costs, (each, a "Loss"), paid
          or incurred by PR Firm and arising out of or in connection with any
          claim by a third party relating to any untrue statement of a material
          fact, or any omission to state a material fact, based upon information
          furnished by Client to PR Firm in connection with the Services or any
          other work performed for Client by the PR Firm.

     b)   PR Firm shall indemnify and hold Client and its officers, directors,
          employees, agents, consultants, affiliates, and representatives
          harmless from and against any and all Losses, paid or incurred by
          Client and arising out of or in connection with any claim by a third
          party relating to PR Firm's performance of the Services or any other
          work performed for Client by the PR Firm; provided, however, that
          notwithstanding the foregoing, in no event will PR Firm indemnify
          Client for any Losses arising out of or in connection with any untrue
          statement of a material fact, or any omission to state a material
          fact, based upon information furnished by Client to PR Firm in
          connection with the Services or any other work performed for Client by
          the PR Firm.

13)  Representations and Warranties.

     a)   Client represents and warrants to PR Firm that:

          i)   Client is a corporation duly organized, validly existing and in
               good standing under the laws of the State of Colorado. Client is
               not in breach or violation of, and the execution, delivery and
               performance of this Agreement by Client will not result in a
               breach or violation of, any of the provisions of Client's
               articles of incorporation, as amended to the date of this
               Agreement (the "Charter"), by-laws, as amended to the date of
               this Agreement (the "By-laws") or any other contract to which
               Client is a party that is material to its business plans or
               prospects.

          ii)  Client has the full right, corporate power and authority to
               execute and deliver this Agreement and to perform the
               transactions contemplated by this Agreement. The execution and
               delivery of this Agreement by Client and the performance by
               Client of the transactions contemplated hereby have been duly and
               validly authorized by all necessary corporate action. This
               Agreement has been duly executed, acknowledged, and delivered by
               Client and is the legal, valid and binding obligation of Client,
               enforceable against Client in accordance with its terms, except
               to the extent that the enforceability hereof may be limited by
               bankruptcy, insolvency, reorganization, moratorium or other laws
               affecting creditors' rights generally or by general principles of
               equity.

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     b)   PR Firm represents and warrants to Client that:

          i)   PR Firm is a corporation duly organized, validly existing and in
               good standing under the laws of the State of Colorado. PR Firm is
               not in breach or violation of, and the execution, delivery and
               performance of this Agreement by PR Firm will not result in a
               breach or violation of, any of the provisions of PR Firm's
               articles of incorporation or organization, as amended to the date
               of this Agreement (the "Charter") or by-laws or operating
               agreement, as amended to the date of this Agreement (the
               "By-laws").

          ii)  PR Firm has the full right, corporate power and authority to
               execute and deliver this Agreement and to perform the
               transactions contemplated by this Agreement. The execution and
               delivery of this Agreement by PR Firm and the performance by PR
               Firm of the transactions contemplated hereby have been duly and
               validly authorized by all necessary corporate and member action.
               This Agreement has been duly executed, acknowledged, and
               delivered by PR Firm and is the legal, valid and binding
               obligation of PR Firm, enforceable against PR Firm in accordance
               with its terms, except to the extent that the enforceability
               hereof may be limited by bankruptcy, insolvency, reorganization,
               moratorium or other laws affecting creditors' rights generally or
               by general principles of equity.

14)  Miscellaneous.

     a)   Amendments. This Agreement may be amended, supplemented or modified
          only in a writing signed by the parties hereto.

     b)   Notices. All notices and other communications provided for or
          permitted hereunder shall be in writing and shall be delivered
          personally, by facsimile or by courier service providing for next day
          service, or sent by registered or certified mail, postage prepaid, and
          return receipt requested, or electronic mail, if confirmed by a
          subsequent written letter to the party at the address noted below:

          If to Client:                      If to PR Firmt:
          -------------                      --------------
          Navidec Financial Services, Inc.   Phoenix Alliance, Inc.
          Attention: John R. McKowen         Attn: Phillip T. Huss
          6399 South Fiddler's Green Circle  22 Cedar Court
          Suite 300                          Durango, Colorado 81301
          Greenwood Village, CO 80111        Telephone: (970) 259-7241
          Telephone: (303) 222-1100          Facsimile: (970) 259-7263
          Facsimile: (303) 222-1001          Email: phoenixalliance@frontier.net
          Email: johnmckowen@navidec.com

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     c)   Governing Law; Jurisdiction. This Agreement shall be governed by the
          laws of the State of Colorado without regard to conflicts of laws
          principles, the parties agree to submit to the jurisdiction of the
          courts of the State of Colorado for all purposes, and sole and
          exclusive venue for any dispute or disagreement arising under or
          relating to this agreement shall be in a court sitting in the City and
          County of Denver, Colorado.

     d)   Waiver. Failure or delay on the part of either party hereto to enforce
          any right, power, or privilege hereunder shall not be deemed to
          constitute a waiver thereof Additionally, a waiver by either party or
          a breach of any promise hereof by the other party shall not operate as
          or be construed to constitute a waiver of any subsequent waiver by
          such other party.

     e)   Binding Effect. This Agreement shall be binding upon and inure to the
          benefit of the parties hereto and their respective successors and
          permitted assigns.

     f)   Assignability. Neither party may assign or delegate any or all of its
          rights (other than the right to receive payments) or its duties or
          obligations hereunder without the consent of the other party, which
          consent will not be unreasonably withheld or delayed; provided,
          however, that either party may assign this agreement, without the need
          to obtain consent of the other party, to an affiliate of such party or
          to its successor-in-interest. An assignee will have all of the rights
          and obligations of the assigning party set forth in this Agreement.

     g)   Attorneys' and Experts' Fees; Remedies. In any action, suit or
          proceeding brought to enforce any provision of this Agreement, or
          where any provision of this Agreement is validly asserted as a
          defense, the prevailing party shall be entitled to recover reasonable
          attorneys' and experts' fees and expenses in addition to any other
          available remedy. Other than the right to recover fees in the
          preceding sentence, in any dispute between the parties arising out of
          this Agreement, neither party shall be liable to the other for any
          indirect, special, consequential or incidental damages (including,
          without limitation, lost profits).

     h)   No Third Party Beneficiary. The terms and provisions of this Agreement
          are intended solely for the benefit of each party hereof and their
          respective successors or permitted assigns, and it is not the
          intention of the parties to confer third-party beneficiary rights upon
          any other person or entity.

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     i)   Severability. Any term or provision of this Agreement that is invalid
          or unenforceable in any situation in any jurisdiction shall not affect
          the validity or enforceability of the remaining terms and provisions
          hereof or the validity or enforceability of the offending term or
          provision in any other situation or in any other jurisdiction.

     j)   Section Headings, Construction. The headings of Sections in this
          Agreement are provided for convenience only and will not affect its
          construction or interpretation. All words used in this Agreement will
          be construed to be of such gender or number as the circumstances
          require. Unless otherwise expressly provided, the word "including"
          does not limit the preceding words or terms.

     k)   Entire Agreement. This Agreement (including all Exhibits and
          Appendices) constitutes the entire agreement among the Parties and
          supersedes any prior understandings, agreements, or representations by
          or among the Parties, written or oral, to the extent they related in
          any way to the subject matter hereof.

     1)   Currency. All references to currency within this Agreement, unless
          otherwise stated, shall mean United States Dollars.

     m)   Business Day. For the purposes of this Agreement, a business day is
          defined as any calendar day during which the New York Stock Exchange
          is scheduled to be officially open for business for any period of
          time.

     n)   Counterparts. This Agreement may be executed in one or more
          counterparts, by the parties hereto and any successor in interest,
          each of which shall be deemed to be an original and all of which
          together shall be deemed to constitute one and the same agreement and
          the signature of any party to any counterpart shall be deemed a
          signature to, and may be appended to, any other counterpart.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized officers or agents as set forth below.

                                            PR FIRM:

                                            PHOENIX ALLIANCE, INC..
                                            a Colorado corporation

Date: July 10, 2004                         By: /s/  Phillip T. Huss
                                            --------------------------------
                                            Name:    Phillip T. Huss
                                            Title:   President



                                            CLIENT:

                                            NAVIDEC FINANCIAL SERVICES, INC
                                            a Colorado corporation

Date: July 10, 2004                         By: /s/  John R. McKowen
                                            --------------------------------
                                            Name:    John R. McKowen
                                            Title:   President and Chief
                                                     Executive Officer

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Navidec Financial Service, Inc./Phoenix Alliance, Inc. Agreemen
Exhibit A


                                    Exhibit A
                                    ---------

                              Services Description

     PR Firm will use its best efforts in seeking to achieve the following
     objectives and service provisions:

     A-1) PRIMARY CAMPAIGN OBJECTIVES:
         a)  Provide strategic counsel, policy guidance and program execution
             leading to sound investor relations' performance and consistent,
             credible communications programs.
         b)  increase general market awareness of Client and promote
             understanding and appreciation for the Company's strategic
             direction among the retail, wholesale, institutional and individual
             investing communities.
         c)  Promote enhanced and pervasive education of our retail broker and
             institutional network.
         d)  Promote positive awareness of Client among securities and industry
             analysts. Research and track analysts' perceptions and attitudes
             towards Client and benchmark these measurables against realization
             of program objectives.
         e)  Coordinate all media activity to promote mass awareness of Client
             and material events via traditional and new media outlets - both
             industry-specific as well as general financial.
         e)  Assist management with the development of high-impact strategic
             approaches to the equity and debt markets that will deliver
             enhanced shareholder value and lower Client's cost of capital.


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Navidec Financial Service, Inc./Phoenix Alliance, Inc. Agreement
Exhibit B


                                    Exhibit B
                                    ---------

                                  Compensation

     B-1) Options. Upon execution of this agreement, Client shall issue to PR
Firm options to purchase 500,000 shares of Navidec, Inc.'s common stock at an
exercise price of $2.00 per share exercisable until July 31, 2006_ (the
"Options"). The options are vested upon issuance and may not be cancelled even
upon early termination.

     B-2) Monthly Retainer. Client shall pay PR Firm $120,000 payable in twelve
(12) monthly payments of $10,000.00 during the term of the Agreement (together
referred to as the"Base Retainer", and each "Monthly Base Retainer Payment").
$10,000 is payable upon signing and the remaining payments shall be due and paid
by Client to PR Firm within ten days of the beginning of each of the 2nd through
12th respective monthly periods.