Exhibit 10.15

                      TERMINATION AGREEMENT

      This  Termination Agreement (the "Agreement") is  made  and
entered  into  this  25th day of January, 2002,  by  and  between
Halliburton Company ("Halliburton"), a Delaware corporation,  its
subsidiary, Halliburton Energy Services, Inc. ("HES"), a Delaware
corporation,  and  McMoRan  Oil & Gas  LLC,  a  Delaware  limited
liability  company  ("MOXY").   Halliburton,  HES  and  MOXY  are
sometimes hereinafter referred to individually as "Party"  and/or
collectively as "Parties."

                           WITNESSETH:

     WHEREAS, the Parties entered into that certain Participation
Agreement dated the 15th day of June, 2000, pursuant to which the
Parties  established terms and conditions pursuant to  which  (i)
MOXY would engage the services of HES in connection with its  oil
and  gas  drilling  and exploration activities,  (ii)  HES  would
provide  to  MOXY certain technical personnel in connection  with
such  activities,  (iii) HES was given  the  right  to  elect  to
participate in certain development prospects identified by  MOXY,
and  (iv)  Halliburton would provide a guaranty for  a  revolving
credit facility for MOXY (the "Participation Agreement");

      WHEREAS,  in accordance with that certain letter  and  Term
Sheet  dated December 21, 2001 (the "Term Sheet"), HES  and  MOXY
have  negotiated and entered into that certain Purchase and  Sale
Agreement  of  even  date herewith which provides  for  a  future
Closing (the "Closing") and pursuant to which MOXY has agreed  to
sell and assign to HES and HES has agreed to purchase and pay for
certain   oil  and  gas  properties  (the  "Purchase   and   Sale
Agreement");

     WHEREAS, in accordance with the Purchase and Sale Agreement,
the  Parties have agreed that the Purchase Price, as  defined  in
the  Purchase and Sale Agreement, shall be used to satisfy MOXY's
outstanding  obligations under its revolving credit facility,  to
terminate   the  Tranche  B  Credit Facility  thereunder  and  to
release  and  discharge Halliburton from  the  guaranty  made  in
connection with the Participation Agreement; and

     WHEREAS,   the   Parties  also  desire  to   terminate   the
Participation  Agreement except to the extent same  governs  HES'
participation  in The North Tern Deep Prospect (as  described  in
Section  2.2  below),  all  in  accordance  with  the  terms  and
conditions hereafter provided.

     NOW, THEREFORE, for good and valuable consideration and  for
the   mutual   covenants  herein  contained,  the   receipt   and
sufficiency of which is hereby acknowledged, the Parties agree as
follows:

1.    Repayment/Termination of the Tranche B Credit Facility  and
Release of Mortgages and
      Guaranty

      At Closing, MOXY shall repay all borrowings and outstanding
obligations  under  Annex  I   Terms, Conditions  and  Provisions
relating to the Tranche B Credit Facility (the "Tranche B  Credit
Facility")  to  its  Amended and Restated Credit  Agreement  (the
"Credit  Agreement")  dated as of the date of  the  Participation
Agreement among MOXY, JP Morgan Chase Bank  (formerly Chase  Bank
of  Texas,  National Association) ("Chase") and the lenders  (the
"Lenders") signatory thereto, and obtain and deliver to  HES  (a)
releases, in the forms attached hereto as Exhibits A-1, A-2,  A-3
and  A-4 (the "Mortgage Releases") of all mortgages given by MOXY
to secure MOXY's obligations under the Tranche B Credit Facility,
(b)  appropriate documentation signed by Chase, the  Lenders  and
MOXY  evidencing the repayment and termination of the  Tranche  B
Credit  Facility,  which  documentation  shall  be  in  the  form
attached  hereto as Exhibit B-1 (the "Termination"),  and  (c)  a
full  release of Halliburton from any liability under the Tranche
B  Credit  Facility, including without limitation  any  liability
under  the  Guaranty Agreement dated June 15, 2000,  executed  by
Halliburton in favor of Chase, as Agent, which release  shall  be
in  the  form attached hereto as Exhibit B-2 (the "Release")  and
(d) documentation in form and substance reasonably acceptable  to
Halliburton  evidencing that the outstanding balance of  borrowed
money  under the "Tranche A Credit Facility" (as defined  in  the
Credit  Agreement)  is  zero on the date thereof,  following  the
application  of monies paid to MOXY under the Purchase  and  Sale
Agreement.

2.   Termination of the Participation Agreement:

     Upon  Closing  and subject to the other provisions  of  this
Agreement, the Participation Agreement shall terminate  effective
as of Closing except as follows:

     2.1  Payment by MOXY of Balance Due HES

      Upon  Closing,  MOXY  shall pay HES  by  wire  transfer  or
certified  funds, all amounts then unpaid to HES with respect  to
those  invoices  set  forth in Exhibit  C  attached  hereto  (the
"Current Invoices"), subject however to a credit in favor of MOXY
in  the  amount  of  Three Hundred and Twenty Five  Thousand  and
no/100 ($325,000.00) (the "Credit") reflecting  the settlement of
all  disputes  as  contemplated by Article 3 below.   The  Credit
shall  be  deducted  by MOXY in making the foregoing  payment  at
Closing  (i.e., MOXY shall pay the total unpaid amount  shown  by
Exhibit C net of the Credit). Prior to Closing, HES and MOXY will
endeavor  in  good  faith  to amend  Exhibit  C  to  include  any
additional  invoices received after the date hereof by  MOXY  for
services  performed  and/or products  delivered  by  HES  or  its
affiliates,  but  failure to agree upon any such amendment  shall
not  affect  the Parties rights and obligations as set  forth  in
this Section 2.1 and Article 3 below.

     2.2  Right to Participate in Deep Tern Prospect:

     Notwithstanding  anything to the contrary  recited  in  this
Article,  the Parties acknowledge that prior to the execution  of
this   Agreement,  HES  exercised  its  option  and  elected   to
participate in The North Tern Deep Prospect pursuant to the terms
of  Article  5 of the Participation Agreement.  Accordingly,  HES
and MOXY agree that the terms and conditions of the Participation
Agreement insofar as they cover The North Tern Deep Prospect will
survive   the  Closing  and  will  govern  and  apply  to   HES's
participation  in The North Tern Deep Prospect.  The  North  Tern
Deep  Prospect  is  identified  by that  certain  Election  Point
Notification  given  by MOXY to HES dated  March  23,  2001.  The
Mortgage  encumbering MOXY's interest in North Tern Deep Prospect
dated  April 16, 2001, executed by MOXY in favor of HES, recorded
at  CB  44E, Folio 100, Entry 273760, and MB871, Folio 601, Entry
245212  in  the  real  property records  of  St.  Mary's  Parish,
Louisiana,  on May 14, 2001, securing MOXY's obligations  to  pay
HES  amounts  due  and  owing under the Participation  Agreement,
attributable  to HES's participation in North Tern Deep  Prospect
is  expressly  not  released or waived by the execution  of  this
Agreement, and is expressly reaffirmed and ratified by MOXY.

     2.3  Confidentiality Obligations:

     The   Confidentiality  Obligations  of  Article  8  of   the
Participation  Agreement shall survive  the  termination  of  the
Participation Agreement.

     2.4  Indemnity Obligations:

     The  Indemnity Obligation of Article 13 of the Participation
Agreement  shall  survive the termination  of  the  Participation
Agreement.

     2.5  Related Agreements:

     For   the  avoidance  of  doubt,  the  termination  of   the
Participation  Agreement  will not terminate  (a)  the  Indemnity
Agreement   referenced  in  Section  6.3  of  the   Participation
Agreement,  (b)  the Master Service Contract (as defined  in  the
Participation  Agreement) except with respect to the  pricing  of
HES's  services,   or  (c)  the Master Consulting  Agreement  (as
defined  in  the Participation Agreement) except with respect  to
the  pricing  of  HES's services; the agreement to  continue  the
Master  Services  Contract  and Master  Consulting  Agreement  is
subject  to  the  parties agreeing on pricing  terms  under  such
contracts  which  are based upon mutually acceptable  competitive
pricing  (the  Parties  agreeing to endeavor  in  good  faith  to
conclude such a new pricing agreement prior to Closing or as soon
thereafter as possible).

3.   Settlement and Waiver of Claims and Rights:

      In  connection  with the termination of  the  Participation
Agreement,  subject  only to the occurrence of  Closing  and  the
exclusions  set  forth on Sections 2.1, 2.2,  2.3,  2.4  and  2.5
above, at Closing the Parties will enter into an agreement in the
form  attached  hereto  as  Exhibit D  to  expressly  compromise,
settle, waive and relinquish any disputes or claims arising prior
to  Closing  out  of  or  in connection  with  the  Participation
Agreement   with   respect   to  the  pricing,   quality   and/or
effectiveness of, and/or the accuracy or correctness of billings,
discounts  and  invoices  for, work,  services,  products  and/or
materials  provided  by  HES  and/or  its  affiliates;   subject,
however, to excluding from such compromise any breach of warranty
claims  MOXY may have under the Master Services Contract  related
to the completion and testing of MOXY's S.L. 340 #2 well which is
in  process and as to which the parties shall promptly  following
such  activities resolve any claims which may exist.  Subject  to
the  occurrence  of  Closing  and the  exclusions  set  forth  on
Sections  2.1,  2.2,  2.3,  2.4 and 2.5  above,  HES  waives  and
relinquishes any rights it may have to participate with  MOXY  in
any  Prospects,  as defined in the Participation Agreement,  from
and  after the Effective Time (whether or not such Prospects  are
identified or were identifiable prior to Closing).

4.   New Service Agreements:

      HES  and  MOXY  shall  endeavor to  negotiate  new  service
agreements reflective of the revised relationship of the  Parties
to apply to the period subsequent to Closing through December 31,
2003  to  replace the agreements referred to in (b)  and  (c)  of
Section 2.5 above.

5.   Return of Data and Information:

     Within  thirty  (30) days after Closing, HES shall  deliver,
and  shall  cause  HES's  consultants, experts  and  advisers  to
deliver to MOXY, or to certify in writing the destruction of,  in
each  case  to  the  extent  provided by  HES'  existing  written
confidentiality obligations to MOXY, all geological, geophysical,
engineering and other data and information provided  to  them  or
any  of them under the Participation Agreement except as same may
apply to the The North Tern Deep Prospect or as may be covered by
any  new service agreement between the Parties and except as same
may  be  pertinent  to HES's ownership and/or  operation  of  the
Subject   Interests  (as  defined  in  the  Purchase   and   Sale
Agreement).

6.   Further Actions and Public Announcements:

The  Parties  further agree that each will,  from  time  to  time
and upon reasonable request, execute, acknowledge and deliver, or
cause   to   be   executed,  acknowledged  and  delivered,   such
instruments,  and take such other action as may be necessary,  or
advisable, to carry out their obligations under this Agreement.

      No  press  release  or other public announcement  shall  be
made with respect to this Agreement except in accordance with the
terms of Article 9.3 of the Purchase and Sale Agreement.
7.   Applicable Law:

     The provisions of this Agreement and the relationship of the
Parties  shall be governed and interpreted according to the  laws
of  the State of New York without giving effect to principles  of
conflicts of laws.

8.   Severance of Invalid Provisions:

     In  case  of  a  conflict  between the  provisions  of  this
Agreement   and  the  provisions  of  any  applicable   laws   or
regulations,  the  provisions of the laws  or  regulations  shall
govern  over the provisions of this Agreement. If, for any reason
and for so long as, any clause or provision of this Agreement  is
held by a court of competent jurisdiction to be illegal, invalid,
unenforceable or unconscionable under any present or  future  law
(or  interpretation  thereof), the remainder  of  this  Agreement
shall not be affected by such illegality or invalidity. Any  such
invalid provision shall be deemed severed from this Agreement  as
if  this  Agreement had been executed with the invalid  provision
eliminated.

9.   Integrated Agreement:

     Upon  execution  of  this Agreement  by  all  Parties,  this
Agreement and the Purchase and Sale Agreement and the instruments
contemplated  thereby  shall supersede and replace  all  previous
negotiations,  understandings  or promises,  whether  written  or
oral, relative to the subject matter of said agreements.  Each of
the  Parties  acknowledges  that no  other  Party  has  made  any
promise, representation or warranty that is not expressly  stated
in  the  aforedescribed agreements.  This Agreement shall not  be
modified or changed (nor any provision of this Agreement  waived)
except  by  a  written  instrument signed  by  all  the  affected
Parties.

     MOXY acknowledges that HES has entered into the Purchase and
Sale  Agreement  in  consideration of, among other  things,  MOXY
entering into this Agreement.  Article 4 of the Purchase and Sale
Agreement (i) provides that MOXY will prepare and send  forms  of
notices  and  requests for waivers to all holders of preferential
purchase  rights  or  consent rights  in  the  Subject  Interests
(referred to in the Purchase and Sale Agreement as "Rights")  and
(ii) describes the effect on Closing and the Purchase Price (both
as defined in the Purchase and Sale Agreement) if any third party
exercises  the  Rights.   MOXY agrees that it  will  perform  its
obligations under this Agreement notwithstanding any reduction of
the  Purchase Price by virtue of the exercise of the Rights, even
if the Rights are exercised to the extent that the Purchase Price
is  reduced to zero.  MOXY agrees that it will use the  aggregate
proceeds from (a) the exercise of the Rights, if any, and (b) the
Purchase  Price,  if any, to perform its obligations  under  this
Agreement to terminate the Tranche B Credit Facility and have the
Guaranty Agreement released.

10.  Conditions; Binding Effect:

      The  obligations of the Parties set forth in this Agreement
which are due "at Closing" or "upon Closing" shall be conditioned
upon the occurrence of Closing. For the avoidance of doubt, HES's
obligation  to  purchase and pay for the oil and  gas  properties
under  the  Purchase  and  Sale Agreement  shall  be  contingent,
without  limitation,  upon  the  delivery  at  Closing   of   the
Termination  and the Release and the concurrent payment  required
by Section 2.1 hereof.

     This  Agreement  shall  be binding upon  and  inure  to  the
benefit  of  the  Parties  and their  respective  successors  and
assigns.


11.  Multiple Counterparts:

     This Agreement may be executed by signing the original or  a
counterpart  hereof.  If this Agreement is executed  in  multiple
counterparts,  each counterpart shall be deemed an original,  and
all of which when taken together shall constitute but one and the
same  agreement with the same effect as if all Parties had signed
the same instrument.

12.  Dispute Resolution:

       Notwithstanding  anything  contained  heretofore  in  this
Agreement  to the contrary, the Parties specifically  acknowledge
and  agree that any claim, controversy or dispute arising out of,
relating to, or in connection with this Agreement, including  the
interpretation, validity, termination or breach thereof, shall be
resolved   solely  in  accordance  with  the  following   Dispute
Resolution Procedure which shall constitute a condition precedent
to  any  Party seeking judicial enforcement of any provisions  of
this Agreement. Any dispute, controversy or claim concerning this
Agreement (other than claims by a third party under which a Party
hereto  is claiming indemnity, and such third party claim  is  in
litigation)  shall  be resolved under the mediation  and  binding
arbitration procedures of this Article.  The Parties  will  first
attempt  in  good  faith to resolve all disputes by  negotiations
between management level persons who have authority to settle the
controversy.   If  any  Party believes further  negotiations  are
futile,  such  Party  may initiate the mediation  process  by  so
notifying the other Party to the dispute ("Disputing Parties") in
writing.  The Disputing Parties shall then attempt in good  faith
to resolve the dispute by mediation in New Orleans, Louisiana, in
accordance  with the Center for Public Resources Model  Procedure
for  Mediation  of  Business Disputes, as such procedure  may  be
modified  by  agreement of the Disputing Parties.  The  Disputing
Parties  shall share the costs of mediation services equally  and
shall  each have present at the mediation at least one individual
who  has authority to settle the dispute.  If the dispute has not
been  resolved pursuant to mediation within sixty (60) days after
initiating  the mediation process, the dispute shall be  resolved
through binding arbitration, as follows:

     12.1.1    Selection of Arbitrators:

     If any dispute or controversy arises between the Parties out
of  this  Agreement, the alleged breach thereof, or any  tort  in
connection therewith, or out of the refusal to perform the  whole
or  any  part thereof, and the Parties are unable to  agree  with
respect  to the matter or matters in dispute or controversy,  the
same  shall be submitted to arbitration before a panel  of  three
(3) arbitrators in accordance with the Center for Public Resource
Rules  for Non-Administered Arbitration of Business Disputes  and
the  provisions in this Article.  The panel of arbitrators  shall
be  chosen  as  set forth herein.  If the dispute or  controversy
involves more than two Parties Halliburton and HES will be deemed
to   be  and  treated  collectively  as  a  single  Party.    The
arbitrators  selected  to act hereunder  shall  be  qualified  by
education,  experience, and training to pass upon the  particular
matter or matters in dispute.Upon the written demand of either of
the  Disputing Parties and within fifteen (15) days from the date
of such demand, each Disputing Party shall name an arbitrator and
these  two (2) so named shall promptly thereafter choose a third.
If  a  Disputing Party fails to name an arbitrator within fifteen
(15)  days from such demand, the other Disputing Party shall name
the  second  arbitrator  as well as the  first,  or  if  the  two
arbitrators  fail within fifteen (15) days from their appointment
to agree upon and appoint the third arbitrator, then upon written
application by either Disputing Party, such third arbitrator  may
be appointed by the President of the Center for Public Resources,
Inc.

     12.1.2    Arbitration:





     The panel of arbitrators so chosen shall proceed promptly to
hear and determine the matter or matters in dispute, after giving
the  Disputing  Parties due notice of hearing  and  a  reasonable
opportunity  to  be  heard.   The procedure  of  the  arbitration
proceedings  shall  be in accordance with the Center  for  Public
Resources  Rules  for  Non-Administered Arbitration  of  Business
Disputes, as may be modified by the panel of arbitrators.  Unless
otherwise   determined  by  the  arbitrators,  the  hearing   and
presentations   of  the  Parties  shall  not  exceed   two   days
cumulative.  All arbitration proceedings hereunder shall be  held
in   Lafayette,  Louisiana,  unless  the  panel  of   arbitrators
determines that another venue is more appropriate.  The award  of
the  panel   of arbitrators or a majority thereof shall  be  made
within  forty-five  (45) days after the appointment  of  all  the
arbitrators,  subject to any reasonable delay due  to  unforeseen
circumstances.  In the event the panel or a majority thereof fail
to  make an award within sixty (60) days after the appointment of
all  the arbitrators, new arbitrators may, at the election of any
Disputing  Party, be chosen in like manner as if  none  had  been
previously selected.

     12.1.3    Award and Arbitration Expenses:

     The  award of the arbitrators, or a majority thereof,  shall
be  in writing, determined in accordance with the substantive law
of  the State of New York, and shall be final and binding on  the
Parties as to the question or questions submitted and the Parties
shall  abide  by  such award and perform the conditions  thereof.
The award of the arbitrators shall be based on the applicable law
and   facts,  the  merits  of  the  parties'  positions  in   the
controversy  or dispute, and the arbitrators' assessment  of  the
fairness  and  reasonableness of any settlement proposal  of  any
Party.   The arbitrators may not award any punitive or  exemplary
damages.   The  award shall not provide or create any  rights  or
benefits  in  any person or entity which is not a Party  to  this
Agreement, as this Agreement and any arbitration thereunder shall
not  be  construed as a third party beneficiary contract.  Unless
otherwise   determined  by  the  arbitrators,  all  expenses   in
connection with such arbitration shall be divided equally between
the  Disputing  Parties,  except that the  expenses  of  counsel,
witnesses,  employees,  or other representatives  of  each  Party
shall  be  borne  solely  by the Party incurring  them,  and  the
compensation  of  any arbitrator named by a  Party  or  group  of
Parties  shall be borne solely by such Party or group of Parties;
provided  that if court proceedings to stay litigation or  compel
arbitration  are necessary, the Party who unsuccessfully  opposes
such  proceedings  shall  pay  all reasonable  associated  costs,
expenses, and attorneys' fees of such court proceedings.   Except
as otherwise provided in the immediately preceding sentence, each
Party  shall bear its own attorneys' fees in connection with  any
appeal  of an arbitration award, or in any other court litigation
arising out of this Agreement.

     12.1.4    Confidentiality:

     The  arbitrators may, but shall not be required, to  explain
reasons for the award.  No transcript or other recording shall be
made  of  the arbitration proceedings.  Except (i) in  connection
with  a  suit  for enforcement of the award, (ii) as required  by
law,  court order, or regulation, (iii) when reasonably necessary
to  explain  the  terms and conditions of the  award  to  outside
attorneys, auditors, and insurers, or (iv) as part of good  faith
compliance with disclosure obligations under applicable law,  the
arbitration proceedings, the award, and the Parties'  actions  in
connection with the arbitration are confidential and shall not be
disclosed to third parties, and no disclosure of or reference  to
the  arbitration,  the  award, or of the Parties'  statements  or
actions in connection with the arbitration shall be made  to  any
third  party.   All  offers, promises, conduct,  statements,  and
evidence,  whether  oral or written, made in the  course  of  the
arbitration  by  any  of  the Parties, their  agents,  employees,
experts,  or attorneys are confidential.  Such offers,  promises,
conduct,   statements,   and   evidence   shall   be   considered
inadmissible under Rule 408 of the Federal Rules of Evidence  and
any  similar state-law provisions, and shall be inadmissible  for
any  purpose, including impeachment.  However, evidence  that  is
otherwise  admissible  shall not be rendered  inadmissible  as  a
result of its use in the arbitration.

     12.1.5    Indemnification:

     The   provisions  of  this  Article  shall  not  limit   the
obligation  of  a  Party to defend, indemnify  or  hold  harmless
another  Party  against court proceedings or other claims,  loss,
damages or expenses as provided elsewhere in the Agreement.

     12.1.6    Preservation of Rights:

Notwithstanding  the above, any Party may file  a  complaint  for
statute  of  limitations or venue reasons, or seek a  preliminary
injunction or other provisional judicial relief, if in  its  sole
judgment such action is necessary to avoid irreparable damage  or
to  preserve  the status quo.  Despite such actions, the  Parties
shall  continue  to  try to resolve the dispute  by  negotiation,
mediation, or arbitration as necessary.

IN  WITNESS  WHEREOF,  this Agreement is  executed  by  the  duly
authorized representatives of the Parties on the date first above
written.


                              Halliburton Energy Services, Inc.


                              By: ______________________________
                                   Name:
                                   Title:


                              Halliburton Company


                              By:       /s/ Douglas L. Foshee
                                  --------------------------------
                                   Name:     Douglas L. Foshee
                                   Title: Executive Vice President and
                                            Chief Financial Officer



                              McMoRan Oil & Gas LLC


                              By:    /s/ Glenn A. Kleinert
                                   -------------------------------
                                   Name: Glenn A. Kleinert
                                   Title: President