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                        EXHIBIT 10.6


                         Confidential
                       Teaming Agreement
                             for
                        A Proposal For
             Management, Operation and Maintenance
                              of
                        Utility Systems
                  Department of Energy K25 Site
                     Oak Ridge, Tennessee

1. Team Members

This AGREEMENT documents the understanding between Operations Management
International, Inc. (OMI) and TenGasCo, Inc. hereinafter referred to as
the Team. The Team agrees to pursue the proposed Management, Operations
and Maintenance of the Utility Systems at the Department of Energy K25
Site, Oak Ridge, Tennessee (Project), anticipated to be implemented by
the Department of Energy in conjunction with the Community Reuse
Organization of East Tennessee within the next six months.

2. Exclusive AGREEEMENT

To preserve the respective concepts and interests of the parties hereto
in seeking to obtain the Project, OMI shall work exclusively with the
other members of the Team with respect to a proposal for the Project.
Likewise TenGasCo agrees to work exclusively with OMI with respect to a
proposal for the Project. At the mutual consent of the Team, additional
members may be added as necessary to satisfy the requirements of the
Project.

3. Confidentiality

Team members intend to share information and contacts which might help
each of the members to pursue and obtain the work. In consideration
of the mutual promises herein, Team employees will not disclose outside
their firms any of the information shared for the purposes of obtaining
the work. During the course of the work, certain technical or financial
information may be exchanged between the firms. Members of the Team
shall identify proprietary information when furnishing it to another
member of the Team by marking it "Confidential-Do Not Disclose". Each
member of the Team shall take reasonable precaution to prevent
disclosure of proprietary information to any person or firm other than
the client. Proprietary information that is exchanged may only be used
by the receiving firm in connection with this Project.

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4. Relationship of Team Members


For purposes of this AGREEMENT, it is anticipated that OMI will be
proposed as the prime contractor with responsibility for overall
contract performance and management. OMI will also directly perform the
management, operation and maintenance of all utility systems except
those specified below.

TenGasCo will be a subcontractor to OMI and will perform the management,
operation and maintenance of the steam plant and distribution system,
the electrical substations and distribution system, and the natural gas
distribution system.

The firms will act as "joint" members of the Team as opposed to a "joint
venture". Nothing in this AGREEMENT shall be deemed to constitute,
create, give effect to, or otherwise recognize a joint venture,
partnership, or formal business entity of any kind, and the rights and
obligations of the parties shall be limited to those described in this
AGREEMENT. Nothing contained herein shall be construed as providing for
the sharing of profits or losses arising out of the efforts on any of
the parties; except as may be provided for in any resultant subcontract
agreed to between the parties. The cooperation of the Team members is
for the purpose of complementing their respective capabilities in
pursuit, and execution of the pursuit, of the Project. No Team member
shall pursue the Project outside of this AGREEMENT, either as a member
of another team or as a separate firm without the written consent of the
other Team members.

5. Management and Team Member Responsibilities

The Team will develop a joint management approach for all Project tasks.
The pursuit efforts will be shared jointly by the Team. OMI will be
responsible for management and preparation of the proposal. Each Team
member will be responsible for the development and specification of the
approach to that portion of the work prosposed to come under its
responsility as set forth in Section 4. Relationship of Team Members.
The Team objective is to perform the work with the management and
technical personnel assembled from each organization. Each major phase
and each technical specialty will be completed by personnel working in
accordance with a mutually determined and agreed staffing plan.

It is understood that these Team roles are subject to the scope of
services ultimately determined to be proposed and to the client's
requirements and approval. If necessary, these roles may be modified, or
additional Team members added, to satisfy the concerns of the Department
of Energy and the Community Reuse Organization of East Tennessee for
achieving successful project execution.

Each Team member shall be responsible for the quality of its work and
the timely execution of the tasks assigned to it. Each member shall
defend, indemnify, and hold harmless each of the other Team members from
all claims, loss, damage or injury caused by, and to the proportionate
extent of, it's negligence or willful misconduct arising 

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out of its services on the Project. The obligation to defend, indemnify, 
and hold harmless shall survive the termination provisions of this AGREEMENT.

6. Termination

This AGREEMENT will terminated on the happening of the following,
whichever occurs first:

      *  The Team is not awarded the Project
      *  All services contracted for by the Team are completed and all
         fees are collected and disbursed
      *  The contract with the client is terminated for any reason
      *  The mutual consent of all Team members is obtained in writing
      *  Acquisition of any Team member by another firm

7. AGREEMENT Amendment and Assignment

This AGREEMENT contains the entire understanding between the Team member
and supersedes previous understandings, commitments or agreements,
whether oral or written, with respect to the pursuit and execution of
the work on this Project.

This AGREEMENT may be amended at any time under mutual written agreement
of all the Team members.

The AGREEMENT shall not be assigned by any Team member without the prior
written approval of the other parties. No Team member may assign or
subcontract the services to be performed by itself without the prior
approval of the other party.

8.  Signatures

THIS AGREEMENT IS ACCEPTED AND APPROVED ON BEHALF OF EACH TEAM MEMBER
BY THEIR UNDERSIGNED DULY AUTHORIZED OFFICERS.

Operations Management International, Inc.      TenGasCo, Inc.

/s/ Jack R. Noble                              /s/ Robert M. Carter, V.P.
________________________________________       __________________________

Vice President                                 /s/ illegible
________________________________________       __________________________

District/Regional Project Development            3-12-97  
________________________________________       __________________________
Date   3-12-97                                 Date