EXHIBIT 10.1

                          BUSINESS CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the "Agreement") is made and entered into as of July
8, 2004 by and between BPZ Energy, Inc., a Colorado corporation with a principle
address of 11999 Katy Freeway, Suite 560, Houston, Texas 77079 ("Client" or the
"Company"), and Navidec Financial Services, Inc., a Colorado corporation located
at 6399 South Fiddler's Green Circle, Suite 300, Greenwood Village, Colorado
80111 ("Navidec").

                                    RECITALS:

A.   Client is a publicly traded company that is engaged in oil and gas
     exploration (the "Business").

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

C.   Client acknowledges the expertise of Navidec and desires to avail itself,
     for the term of this Agreement, of such expertise, and to compensate
     Navidec 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 Navidec as a consultant to
     Client, and Navidec 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 Navidec with regard to the performance of the services Navidec
     is to provide hereunder.

2)   Time and Resources Devoted by Navidec.

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

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

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 Navidec
     as well as Client's available resources. Therefore, upon the reasonable

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     request of Navidec, subject to compliance with applicable securities laws,
     Client shall provide Navidec in a reasonably timely manner such information
     and resources that may be reasonably obtainable by Client that is/are
     necessary for Navidec to perform the Services completely and accurately in
     all material respects. Navidec shall be entitled to rely on the
     completeness, correctness and accuracy of the information provided by
     Client to Navidec in the performance by Navidec of the Services.

4)   Acknowledgement of Publicly Trading Status.

     a)   Navidec 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, Navidec 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)   Navidec owns up to two million shares of Client's Common Stock and
          will receive warrants to purchase an additional one million five
          hundred thousand shares for a purchase price of $2.00 per share.
          Navidec shall have an unrestricted right to transact business with
          these securities subject only to limitations on assignment or transfer
          to comply with the BPZ insider trading and Section 16 policies and
          more specifically trading windows uniformly established for all
          insiders of BPZ. Additionally, Navidec agrees that it will not under
          any circumstances engage in any transactions involving the securities
          of Client when it is in possession of inside information not generally
          available to the public regardless of the source of that information.
          Client agrees that it will not establish any limitations on trading
          policies for insiders that are specifically aimed to limit the ability
          of Navidec to engage in transactions involving the Client's
          securities.

     c)   Neither Navidec, 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 Navidec; ii) parties to this Agreement;
          iii) parties whom Client has informed the Navidec are bound by
          nondisclosure agreements; iv) professional service providers such as
          accountants and counsel with whom Client has informed the Navidec that
          they have a formal professional relationship; and v) appropriate legal
          and regulatory persons and/or entities.

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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 Navidec as needed for Navidec to provide the Services.
     Navidec shall be duly represented by its President, or other person
     designated in writing by the President of Navidec, who is authorized to
     commit and legally bind Navidec.

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

7)   Additional Expenses

     a)   Ordinary Operational Expenses of Navidec. In the performance of the
          Services, Navidec 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 Navidec 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 Navidec. Client shall pay certain reasonable
          costs and expenses incurred by NAVIDEC, 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 Navidec'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 Navidec 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.

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8)   Start Date; Term; Termination.

     a)   The performance of the Services by Navidec shall start on August 1,
          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 31, 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.

     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, Navidec shall be paid in
          cash, immediately upon such termination, that dollar amount equal to
          all Out-of-Pocket Expenses paid or incurred by Navidec pursuant to
          Section 7(b) of this Agreement to the date of termination, and Client
          shall pay Navidec that dollar amount equal to unpaid fees up to the
          termination, pursuant to Section 6 of this Agreement.

9)   Navidec Status. Navidec is an independent contractor performing certain
     consulting services for Client and is not an employee, agent,
     representative, officer, or partner of Client. Navidec has no power or
     authority to act for, represent, or bind Client or any affiliate of Client
     in any manner. Navidec acknowledges and agrees, and it is the intent of the
     parties hereto, that, under this Agreement, Navidec 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)   Navidec Obligations:

          i)   "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

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               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 Client from a
               party outside of this Agreement without any 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 Navidec 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 Navidec.

          ii)  Navidec agrees that at all times during the Term of this
               Agreement, Navidec 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 Navidec, and Navidec shall not, without the
               prior written consent of Client, use for Navidec's own benefit or
               purposes, or disclose to any other party such Confidential
               Information, except as required by Navidec'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 Navidec in order to defend Navidec
               from any claim in any court of law once Navidec gives Client
               notice of such intended use.

          iii) All records, business plans, financial statements, manuals,
               memoranda, documents, correspondence, reports, records, charts,
               lists and other similar data delivered to or compiled by Navidec
               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
               Navidec's engagement hereunder, all such materials pertaining to
               the Business of Client which has been obtained by Navidec 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 Navidec 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).

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     b)   Client Obligations:

          i)   "Confidential Information" with respect to information provided
               to Client by Navidec shall include the names, addresses and
               contact information with respect to all parties, investment
               banking firms and others introduced to Client in performance of
               its duties pursuant to this Agreement by Navidec. Confidential
               Information with respect to Navidec shall not include information
               that: (1) is in the public domain or becomes generally known to
               the 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; (2)
               is lawfully obtained by Client from a party outside of this
               Agreement without any obligation to maintain the information as
               proprietary or confidential; or (3) was known to the client prior
               to its disclosure to the client by Navidec. At the termination of
               this Agreement, Navidec shall provide the Client with a list of
               "Confidential Information" principally being contact persons
               Navidec believes are subject to the terms of this confidentiality
               agreement and the parties agree to initial the proposed list once
               the parties agree to its contents which list at the termination
               of this Agreement shall be deemed the Navidec Confidential List.

          ii)  Client agrees that at all times during the term of this Agreement
               and for a period of three years thereafter to treat the
               Confidential Information as confidential and shall not without
               the prior written consent of Navidec use for Client's own
               purposes or disclose to any other parties such Confidential
               Information except as required by Navidec's engagement with
               Client or as required by applicable law. Should the Client use
               any Confidential Information or engage any of the parties listed
               on the Navidec Confidential List after termination, Client shall
               immediately notify Navidec and negotiate reasonable compensation
               payable to Navidec for the benefits received from the utilization
               of the Confidential Information. The terms of this paragraph do
               not impair the right to disclose such Confidential Information by
               Client in order to defend Client from any claim in any court of
               law once Client gives Navidec notice of such intended use.

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.

     (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.

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12)  Indemnification.

     a)   Client shall indemnify and hold Navidec and its officers, directors,
          employees, agents, Navidec'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 Navidec 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 Navidec in connection with the Services or any
          other work performed for Client by the Navidec.

     b)   Navidec 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 Navidec's performance of the Services or any other
          work performed for Client by the Navidec; provided, however, that
          notwithstanding the foregoing, in no event will Navidec 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 Navidec in
          connection with the Services or any other work performed for Client by
          the Navidec.

13)  Representations and Warranties.

     a)   Client represents and warrants to Navidec 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)   Navidec represents and warrants to Client that:

          i)   Navidec is a corporation duly organized, validly existing and in
               good standing under the laws of the State of Colorado. Navidec is
               not in breach or violation of, and the execution, delivery and
               performance of this Agreement by Navidec will not result in a
               breach or violation of, any of the provisions of Navidec'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)  Navidec 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 Navidec and the performance by
               Navidec 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 Navidec and is the legal, valid and binding
               obligation of Navidec, enforceable against Navidec 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 Navidec:                          If to Client:
          --------------                          ------------
          Navidec Financial Services, Inc.        BPZ Energy, Inc.
          Attention: John R. McKowen              Attn:  Gordon Gray
          6399 South Fiddler's Green Circle       11999 Katy Freeway, Suite 560
          Suite 300                               Houston, Texas 77079
          Greenwood Village, CO 80111             Telephone: ________________
          Telephone: (303) 222-1100               Facsimile: ________________
          Facsimile: (303) 222-1001               Email: ____________________
          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.

     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.

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     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.

                                  CLIENT:

                                  BPZ ENERGY, INC.
                                  a Colorado corporation

Date:  July 8, 2004               By:  /s/ Manuel Pablo Zuniga Pflucker
       ------------               ----------------------------------------------
                                  Name:    Manuel Pablo Zuniga Pflucker
                                  Title:   President



                                  NAVIDEC:

                                  NAVIDEC FINANCIAL SERVICES, INC
                                  a Colorado corporation

Date: July 8, 2004                By:  /s/ John R. McKowen
      ------------                ----------------------------------------------
                                  Name:    John R. McKowen
                                  Title:   President and Chief Executive Officer


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Navidec/BPZ Energy, Inc. Agreement
Exhibit A


                                    Exhibit A
                                    ---------

                              Services Description

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

         a)  Provide strategic counsel, policy guidance and program execution
             leading to sound investor relations' performance and consistent,
             credible communications programs.
         b)  Develop customized, high-quality, high-impact and fully integrated
             financial communications programs and platforms, and leverage our
             strategic resources to enhance general product/service marketing
             programs initiated by Client. Navidec will gladly serve as an
             extension to Client's global sales and marketing team to identify,
             qualify and assist in the winning of new acquisition candidates,
             strategic alliance partnerships, and arrangements with other
             parties interested in advancing the corporate goals of Client.
         c)  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.
         d)  Promote enhanced and pervasive education of our retail broker and
             institutional network.
         e)  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.
         f)  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.
         g)  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.



<PAGE>

Navidec/BPZ Energy, Inc. Agreement
Exhibit B

                                    Exhibit B
                                    ---------

                                  Compensation

     B-1) Options. Upon execution of this agreement, Client shall issue to
Navidec options to purchase 1.5 million shares of Client'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 Navidec $360,000 payable in twelve
(12) monthly payments of $30,000.00 during the term of this Agreement (together
referred to as the "Base Retainer," and each a "Monthly Base Retainer Payment").
$30,000 is payable upon signing and the remaining payments shall be due and paid
by Client to Navidec within ten days of the beginning of each of the 2nd through
12th respective monthly periods.


<PAGE>

                    ADDENDUM TO BUSINESS CONSULTING AGREEMENT



     The Consulting Agreement dated July 8, 2004, by and among BPZ Energy, Inc.
and Navidec Financial Services, Inc. is amended as follows:

     WHEREAS, the parties have determined that it is in the mutual best
interests to understand their mutual rights with respect to certain issues
contained in the Business Consulting Agreement (the "Agreement").

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

A. Registration Rights. The Options described on Exhibit B under "Compensation"
are to have rights of registration as follows:

     1. Piggyback Registration Rights. The Client agrees to register the Common
Shares underlying the Options for the resale of the common shares underlying the
Options as part of the next registration statement filed by Client that is not
either an S-4 or an S-8 Registration Statement, which forms do not permit filing
piggyback registered securities. When it is determined that the Client intends
to file a registration statement, it must immediately give notice of that intent
to Navidec which shall thereafter have ten days to notify Client of the number
of shares (up to the maximum number available pursuant to the option grant)
which Navidec wishes to be registered in the proposed registration statement.
Navidec agrees to cooperate with the Client in all respects regarding filing of
the registration statement and the information required therein.

     2. Demand Registration Rights. Should the Client not have filed a
registration statement, partially for the purpose of registering the Navidec
option shares before the 1st of March 2005, then Navidec may demand that the
Client register the common shares or the resale of the common shares underlying
the Options one time. Upon receipt of a timely demand, the Client must file a
registration statement to register the common shares or the resale of the common
shares underlying the Options within 45 days of the receipt of the notice from
Navidec and use all reasonable best efforts to have said registration statement
declared effective at the earliest practicable date after filing. The Client
must maintain the registration statement effective for a period of not less than
two years or until all of the shares are free trading or sold.

B. Other. This addendum shall amend the Agreement only with respect to the
issues covered by this addendum and all other matters shall remain as set forth
in the Agreement. All defined terms shall have the meaning as defined in the
Agreement.

             Dated this 22nd day of July 2004.

Navidec, Inc.                               BPZ Energy, Inc.



/s/ John R. McKowen                         /s/ Manuel Pablo Zuniga Pflucker
-----------------------------------         ------------------------------------
John R. McKowen, President                  Manuel Pablo Zuniga-Pflucker