EXHIBIT 10.6




                                                      AGREEMENT NO. EP-CS-01-538
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                        AGREEMENT FOR CONSULTING SERVICES
                                      -------------------
     THIS AGREEMENT, made and entered into as of the 17 day of October, 2001, by
and between EL PASO ENERGY CORPORATION, a Delaware corporation, whose address is
1001  Louisiana,  Houston, Texas 77002 ("Company"), and PRO SQUARED, INC., whose
address  1770  St. James Place, Suite 115, Houston, Texas 77056, ("Consultant").

                              W I T N E S S E T H:

     WHEREAS,  Company  desires  to  obtain and Consultant represents that it is
able  to  provide  certain  work  and services, the scope of which is more fully
described  in  Exhibit  "A"  attached  hereto  and  incorporated  herein for all
purposes;
     NOW,  THEREFORE, for and in consideration of the premises and of the mutual
promises  and covenants contained herein, Company and Consultant hereby agree as
follows:
                                    AGREEMENT
1.     Consultant  hereby  agrees  to  devote  its  expertise, capabilities, and
talent  to  the duties described herein and to perform its services as described
in  Exhibit "A" in a good, diligent and workmanlike manner reasonably calculated
to  achieve  the  objective  of  this  Agreement.

2.     Unless otherwise specified, Mr. Bill Moebiusshall act on Company's behalf
                                   ----------------
with  respect  to  all  matters  provided  for  under  this  Agreement.

3.     Consultant's  duties  shall  be as set forth in the attached Exhibit "A,"
Scope  of  Work  and  confirmed  to  Consultant via a Work Request Form attached
hereto  as  Exhibit  "E".

4.     In  full  consideration  for  the  services to be performed by Consultant
hereunder,  Company  agrees  to  make  payment  and  Consultant agrees to accept
compensation  in  accordance  with  Exhibit  "B,"  Consultant's  Rates.

4.1     Taxes:  Consultant  shall  bear responsibility and indemnify the Company
against  liability  for  any  taxes,  duties, imposts and fiscal charges for its
performance arising under the Services or the execution of this Agreement, which
shall  include  but  not  be  limited to those taxes, duties, imposts and fiscal
charges  on its compensation.  It is intended that the fees paid hereunder shall
constitute  earnings from self-employment income.  The Company will not withhold
any  amounts  therefrom as U.S. federal income tax withholdings from wages or as
employee  contributions  under  the  U.S. Federal Insurance Contributions Act or
make  employer  contributions thereunder with respect thereto.  Consultant shall
be  solely  responsible  for the reporting, estimation and payment of all income
taxes, fees and other contributions on or attributable to self-employment income
attributable  to  the  fees  payable  hereunder.

5.     During  the  term  of  this  Agreement,  Consultant  shall furnish to the
Company  a  monthly  invoice  for Work performed.  All invoices shall detail the
Account Code, Work done, the labor, equipment, supplies and materials used, and,
if  applicable,  the  rates  corresponding  to  each item in accordance with the
schedule  of  rates set forth in Exhibit "B".  Invoices shall be sent to El Paso
Energy  Corporation,  Attention: Accounts Payable, P.O. Box 2511, Houston, Texas
77252-2511.  Within  thirty  (30)  days  from  Company's receipt of Consultant's
invoice,  Company  shall  pay  Consultant the total amount shown on the invoice.
Consultant  shall maintain such permanent files, records and books of account as
are  necessary  to  support  invoices  rendered  for  Work done pursuant to this
Agreement.

6.     Company shall be the owner of any work product, whether completed or not,
created,  produced,  developed  or  prepared by Consultant under this Agreement,
including  all  data,  information,  ideas  (whether  or  not  patentable)  and
expressions  of  ideas.  Company shall be the owner of all intellectual property
rights  in such work product, including all trade secret rights (e.g., the right
of  first  publication),  all patent rights, and all rights of copyright.  It is
the  intention  of  Company  and Consultant that any work product is a "work for
hire"  as  that term is used in the Federal Copyright Act.  Moreover, Consultant
hereby  agrees  to  assign,  and by these presents does assign to Company all of
Consultant's  worldwide  right,  title, and interest in and to such work product
and  all  intellectual  property rights therein, including all patent rights and
all  rights  of  copyright.  Said work product shall be delivered to the Company
promptly at Company's request or at the termination of this Agreement, whichever
first  occurs,  unless  earlier  delivered  to  the  Company.

7.     This Agreement shall be for a period commencing on or before October 17,,
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2001  and terminating October 172002; provided, however, that this Agreement may
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be extended beyond the termination date set forth above with an agreement letter
mutually  agreed  upon by both parties.  At any time during which this Agreement
is in effect, either party may terminate this Agreement by giving written notice
to the other party thirty (30) days in advance of the desired cancellation date.
Notice  shall  be  considered  effectively  given if mailed to Consultant at the
address  first  described  above or if delivered in person.  Upon termination of
this  Agreement,  except  for  the  right of Consultant to any previously earned
compensation  or  reimbursement,  and  Consultant's continuing obligations under
items  6,  8, 9, 10, 11, 12 and 13 hereof, the respective rights and obligations
of  the  parties  shall  cease  and  be  of  no  further  force  and  effect.

8.     It  is expressly agreed that Consultant has no authority to act for or on
behalf  of  Company  or  to  bind Company to any Contract or Agreement or in any
other  manner  without  the  prior express written approval of Company.  Nothing
contained  herein  shall be construed to create a partnership, joint venture, or
association  of  any  kind, nor shall Consultant be considered as an employee or
agent  of  Company.  Consultant  is  an  independent  contractor  with  the
responsibility  for,  and  control over, the details and means of performing the
services.  Nothing  contained  in  this  Agreement  shall  be  construed  as
constituting  Consultant  as an agent or employee of the Company, and Consultant
shall  not  represent  to  the  contrary  to  any  person.

9.     Consultant  agrees  to  indemnify  and hold harmless Company, its parent,
subsidiaries and affiliates and all their respective directors, officers, agents
and  employees  (all  hereinafter collectively referred to as the "Indemnitee"),
from  all  and  every  kind  and character of liability, damages, losses, costs,
expenses,  demands,  claims,  suits,  actions and causes of action on account of
illness,  personal  injury or death to employees or any other persons, damage to
property  of Company or others or other loss or liability arising from any cause
whatsoever  growing  out  of  or  in  connection  with  Consultant's  negligent
performance  of the Work or Consultant's strict liability.  Further, Consultant,
at  its  own  expense,  shall defend any demand, claim, suit, action or cause of
action  brought against the Indemnitee where such demand, claim, suit, action or
cause  of  action arises from any cause for which the Indemnitee may be entitled
to  be  indemnified  and  held harmless pursuant to this section, and Consultant
shall  pay  all  damages,  losses,  costs,  and  expenses  (including reasonable
attorneys' fees), growing out of or in connection with such demand, claim, suit,
action  or  cause  of  action;  provided;  however, that the Indemnitee shall be
entitled  to  participate in such defense at the Indemnitee's own expense, if it
so  desires.

Notwithstanding  the  foregoing,  in  no  event  shall  Consultant  be liable to
indemnify  and hold harmless the Indemnitee from any liability, damages, losses,
costs, expenses, demands, claims, suits, actions or causes of action arising out
of  the  sole  negligence  of  the  Indemnitee.

9.1     Subcontractors'  Indemnity:  Consultant  further agrees that each of its
subcontractors  performing activities in connection with Work shall enter into a
written  Agreement  containing  the indemnification and hold harmless clauses in
item  9,  in  favor  of the Indemnitee, such Agreement to be entered into by the
subcontractor  prior  to  the  performance  of  any  Work  by the subcontractor.

9.2     Special Damages:  Neither Company nor Consultant shall be liable for any
special,  indirect,  incidental or consequential damages, including loss of use,
lost  profit  or  lost production.  ADDITIONALLY, NEITHER CONSULTANT NOR COMPANY
SHALL  BE  LIABLE  TO  THE OTHER OR TO ANY OTHER PARTY FOR DAMAGES OF A PUNITIVE
NATURE.
10.     All  covenants  contained  in this Agreement shall be extended to and be
binding  upon  the successors and assigns of Consultant and Company.  Consultant
shall  not  assign  this Agreement or any moneys to become due hereunder without
prior  written  consent  of  Company;  provided,  however, that no conveyance or
transfer  of  any  interest  of  Consultant  shall be binding upon Company until
Company  has been furnished with written notice and true copy of such conveyance
and  transfer.  Company reserves the right to refuse consent for such assignment
or  transfer  for  any  reason  whatsoever.

11.     During  the  term  of  this Agreement and for a period of five (5) years
thereafter,  Consultant  will  hold  in confidence and not disclose to any third
person  any  confidential  information  which  is  disclosed  to  or acquired by
Consultant  in  performing  services hereunder.  For purposes of this Agreement,
"confidential  information"  may  include information relating to the Project or
any  Sponsor of the Project, or to its respective operation, plans, projections,
or interests, as well as any report, technical or other data, analyses, opinions
or  other  materials  relating  thereto;  provided,  however, that "confidential
information"  shall  not include (i) information which at the time of disclosure
or acquisition is in the public domain, or which after disclosure or acquisition
becomes  part  of  the  public  domain without violation of this confidentiality
provision,  and  (ii) information which at the time of disclosure or acquisition
was already in the possession of Consultant and was not previously acquired from
Company  directly or indirectly, and (iii) information which Consultant can show
was acquired by Consultant after the time of disclosure or acquisition hereunder
from  a  third  party  without  any  secrecy  commitment,  if,  to  the  best of
Consultant's  knowledge,  said  third  party  did  not  acquire  it, directly or
indirectly,  from  Company,  and (iv) information which is required by law to be
disclosed  (provided,  however,  that prior to such disclosure, Consultant gives
reasonable  notice to Company of the information required to be disclosed).  Any
and  all  correspondence,  documents,  drawings,  maps, reports, specifications,
computer  printouts,  data  or other information relating to or generated by the
work  performed  pursuant  to  this Agreement shall, at all times, belong to the
Company  and  shall be usable at any time by the Company for any purpose without
restriction  as  a  result of this Agreement.  Consultant covenants that it will
not  at  any  time use or permit others to use said documents or information, or
copies  thereof,  relating  to  the  work performed under this Agreement without
first  receiving  the  written  consent  of  the  Company.  The  services  to be
performed  hereunder  by Consultant are of a confidential nature, and Consultant
covenants  that  any  developments  resulting  from Consultant's work under this
Agreement shall be considered the proprietary information of the Company solely.
As  of  the  date  of  termination of this Agreement, Consultant shall remit and
surrender  to  Company  all  correspondence,  drawings,  maps, reports, computer
printout,  data  and  any other information, and all copies thereof, relating to
the  work  which  Consultant  may  have in its possession or within its power to
acquire  possession  of  at  that  time.

12.     Consultant  shall  maintain  all books and records, including supporting
documentation, of all activities, costs and expenditures incurred in such detail
that  all such costs and expenditures may be readily computed and audited.  Such
records  shall  be available to Company's agent or its authorized representative
from time to time and at reasonable times and places throughout the term of this
Agreement  and  for a period of three (3) years after final payment or longer if
required  by law.  Company shall have the right to inspect and audit such books,
records  and  supporting  documents  of  Consultant  and  to make copies of such
records  as  may  be  needed for the performance of an audit, for the purpose of
determining  the  reasonableness  and  accuracy  of  such costs and expenditures
charged  to  the  Company  or  for  the  purpose  of  answering any inquiries or
requirements  made  by  a  regulatory  authority  to  Company.  Consultant shall
require  all subcontractors and suppliers (payees) to comply with the provisions
of  this  item  by  insertion  of the requirements hereof in a written Agreement
between  Consultant  and  Payee.

13.     THIS  AGREEMENT  SHALL  BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS  OF  THE  STATE  OF  TEXAS.

14.     Consultant  will  maintain  in  force  during  the entire period of this
Agreement,  insurance  as  specified  in  Exhibit  "C".

15.     Any  failure by Company or Consultant at any time, to enforce or require
the  strict  keeping  and  performance of any of the terms or conditions of this
Agreement  shall  not  constitute a waiver of such terms or conditions and shall
not affect or impair such terms or conditions in any way or the right of Company
or  Consultant  at  any time to avail itself of such remedies as it may have for
any  breach  or  breaches  of  such terms or conditions.  No term, condition, or
provision  of  any  work  order,  invoice,  delivery  ticket,  or other document
submitted by Consultant to Company shall have the effect of modifying or waiving
in any manner the provisions of this Agreement unless any such document shall be
accepted  and  executed  by  an  officer  of  Company.

16.     Consultant  and  Company  agree  that,  in  the  event any provision (or
portion  thereof), of this Agreement is determined to be invalid for any reason,
such  invalidity  shall  not affect the validity of any remaining language which
can  be  given  effect  without  the  invalid  provision.

17.     Amendments:  No  amendment  to  this Agreement shall be valid or binding
unless  set forth in writing and duly executed by the parties hereto.  No waiver
of  any  breach of any term or provision of this Agreement shall be effective or
binding  unless  made  in writing and signed by the party purporting to give the
same  and,  unless otherwise provided in the written waiver, shall be limited to
the  specific  breach  waived.

18.     As applicable, Consultant shall comply with Exhibit "D," Safety & Health
Handbook.

19.     The Exhibits listed herein, attached hereto or transmitted in connection
herewith  are hereby incorporated by reference and made a part of this Agreement
for  all  intents and purposes.  The following is a list of Exhibits attached to
this  Agreement:
     EXHIBIT  "A"     SCOPE  OF  WORK
     EXHIBIT  "B"     CONSULTANT'S  PROPOSAL
     EXHIBIT  "C"     INSURANCE  REQUIREMENTS
     EXHIBIT  "D"     SAFETY  &  HEALTH  HANDBOOK
     EXHIBIT  "E"     WORK  REQUEST  FORM
20.     The  Consultant shall be entitled to rely upon the accuracy and currency
of  information  furnished  to  it  by  the  Company and by any of the Company's
contractors,  vendors,  or  consultants,  and other generally accepted reputable
sources.

21.     Unless  provided  in  this  Agreement,  the  Consultant and Consultant's
subcontractors  shall  have  no  responsibility  for  the  discovery,  presence,
handling,  removal  or disposal of or exposure of persons to hazardous materials
in any form at any project site, including but not limited to asbestos, asbestos
products,  polychlorinated  biphenyl  ("PCB")  or  other  toxic  substances.

22.     Negotiation  of  Dispute and Disagreements:  In the event of any dispute
or  disagreement arising out of or relating to the implementation or performance
of  this  Agreement,  which the parties have been unable to settle or agree upon
within  a  period of thirty (30) days after such dispute or disagreement arises,
each  party  shall  nominate  a  senior  officer of its management to meet in an
attempt  to  resolve  such  dispute  or disagreement.  Should resolution of such
dispute  or disagreement not be obtained within fifteen (15) calendar days after
the  meeting  of  senior officers for such purpose, either party may then submit
the  dispute  to  arbitration  in accordance with the provisions of this section
upon  providing  proper  notice.

22.1.     Arbitration Resolution:  Any claim, dispute or controversy arising out
of  or relating to this Agreement, shall be submitted to binding arbitration and
governed  by  the  American  Arbitration Association for arbitration in Houston,
Harris  County,  Texas.  The  decision  of  the arbitrator(s) shall be final and
binding  upon  the  parties  without  the  right  of appeal to the courts having
jurisdiction  thereof.  The  costs  and  expenses  of the arbitration (including
reasonable  attorney's  fees)  will  be  born  by  the  losing  party unless the
arbitrator(s)  determine  that  it  would  be  manifestly  unfair  to honor this
Agreement  and  determine  a  different  allocation  of  costs.

23.     Neither  party  hereto  shall  be  liable for any failure to perform the
terms  of  this  Agreement  when  such  failure  is  due  to  "force majeure" as
hereinafter  defined.  The  term "force majeure" as used in this Agreement shall
mean  any delay or default in performance due to any cause beyond the control of
the  party  claiming force majeure and without such party's fault or negligence,
including  but  not restricted to acts of God or the public, civil disturbances,
arrests  and  restraints  by  rulers and people; acts of the public enemy, wars,
riots,  insurrections, sabotage; acts, requests or interruptions of the federal,
state  or  local  government  or  any  agency thereof; court orders, present and
future valid orders of any governmental authority, or any officer, agency or any
instrumentality  thereof;  floods,  fires,  storms,  epidemics,  landslides,
lightning,  earthquakes, washouts, explosions, quarantine; strikes, lockouts, or
industrial  disturbances;  interruption  of transportation, freight embargoes or
delays  in  delivery  equipment  or  service necessary to the performance of any
provision  of this Agreement; inability to secure right of way, labor shortages,
breakage  or accident to machinery or lines of pipe, or any other cause, whether
of the kind herein enumerated or otherwise, not reasonably within the control of
the party claiming force majeure.  Nothing contained in this paragraph; however,
shall be construed to require either party to settle a labor dispute against its
will.  If,  as  a  result  of force majeure either party is unable, wholly or in
part,  to  carry  out  its  obligation  under  this  Agreement,  other  than the
obligation  to  make payment of money due; then, upon such party's giving notice
and  a  description  of  such  cause  in  writing  to the other party as soon as
possible  after  the occurrence of the cause, the obligation of the party giving
such  notice,  so  far  as it is affected by the cause specified in such notice,
shall  be  suspended for the duration of the cause.  Such cause shall, as far as
possible,  be  remedied  with  all  reasonable  dispatch.

24.     All  notices  required hereunder, if required to be in writing, shall be
deemed  effective  as of the date posted by an official delivery service such as
certified  or  registered  U.S.  Mail  or  International Courier, when correctly
addressed  as  follows:
For  Company:     El  Paso  Corporation
     Attention:  Ernie  Broussard
                 ----------------
     (P.O.  Box  2511,  77252-2511)
     1001  Louisiana
     Houston,  Texas  77002

For  Consultant:     Pro  Squared,  Inc.
                    Attention:  Craig  Crawford
                                ---------------
                    1770  St.  James  Place,  Suite  115
                    Houston,  Texas  77056

25.     Consultant  shall  perform  its  services  in  accordance with generally
accepted  practices  in  the  industry  and in a good, diligent, and workmanlike
manner  calculated  to  achieve  the  objective  of  this Agreement.  Consultant
warrants  that  if  any  of its services fail to conform to the above standards,
Consultant  shall  promptly  rectify  at  its  sole  expense  any such defective
services.

26.     The  present instrument and the Exhibits incorporated herein contain all
the conditions negotiated by and between the parties and substitutes any and all
previous  written  and  oral  commitments  and  understandings.

<PAGE>
     IN  WITNESS  WHEREOF, this Agreement has been executed as of the date first
herein  above  written.
                              PRO  SQUARED,  INC.
                              -------------------
("Consultant")
                              By
                              Title
                              EL  PASO  ENERGY  CORPORATION
                              ("Company")
                              By
                              Title