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                                                                   EXHIBIT 10.34

                              CONSULTING AGREEMENT



         This CONSULTING AGREEMENT (the "AGREEMENT") is dated as of March 19,
1998 by and among Cogentrix Energy, Inc., a North Carolina corporation
("COGENTRIX") and John A. Tillinghast, an individual residing in North Hampton,
New Hampshire.

                                   WITNESSETH:

         WHEREAS, Cogentrix is in the business of developing and operating
cogeneration and independent power production facilities;

         WHEREAS, Cogentrix has offered to Consultant a position on its Board of
Directors and Consultant has agreed to serve as a Director of Cogentrix;

         WHEREAS, Cogentrix and the Consultant desire to set forth in writing
their agreement with respect to certain additional services offered by the
Consultant and compensation therefor;

         NOW, THEREFORE, for good and valuable consideration including the
mutual agreements contained herein, Cogentrix and the Consultant do hereby agree
as follows:

         1. Services Rendered by the Consultant. The Consultant in addition to
his participation in Board of Director meetings, shall also be available on
reasonable notice to provide advice and counsel on matters relating to domestic
and international project development, government and public relations, and
general corporate affairs of Cogentrix and its affiliates. Cogentrix agrees to
schedule such requests for services with reasonable advance telephonic or
written notice, and to limit its requests to not more than fifteen hours per
month. Consultant shall be compensated as set forth in Section 2 below (in
addition to such compensation payable to Consultant as a member of the Board of
Directors).

         2. Compensation. In consideration for the services referred to herein
and subject to the terms and conditions of this Agreement, Cogentrix shall be
obligated to pay the Consultant a consulting fee in the amount of $15,000.00
annually. Such fee shall be payable in quarterly installments of $3,750.00
beginning March 19, 1998 and payable thereafter on the first day of each
January, April, July and October. Consultant shall be responsible for all
Federal, State, FICA and Medicare taxes on such compensation. In addition, all
reasonable expenses in connection with such services shall be reimbursed at cost
if submitted in a manner acceptable to the Internal Revenue Service and
Cogentrix accounting practices.

         3. Termination. Cogentrix and the Consultant acknowledge and agree that
either Cogentrix or Consultant, by delivery of written notice to the other
party, may


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terminate this Agreement at any time upon thirty (30) days prior written notice.
Upon such termination, Cogentrix's obligation to pay Consultant under Section 2
shall cease and any final amount owed shall be prorated.

         4. Confidentiality. Consultant acknowledges that, in and as a result of
his services for Cogentrix, he will be acquiring confidential information of a
special and unique nature and value. As consideration for the renumeration for
such services and as an inducement for entering in this Agreement, Consultant
covenants and agrees that he shall not, except with the prior written consent of
Cogentrix, at any time during or following term of this Agreement, directly or
indirectly, divulge, reveal, or disclose, for any purpose whatsoever, any of
such confidential information which has been obtained by or disclosed to him as
a result of performing services for Cogentrix.

         5. Severability. The provisions of this Agreement shall be deemed
severable, and the invalidity or unenforceability of any one or more of the
provisions hereof shall not affect the validity or enforceability of the other
provisions hereof.

         6. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.

         7. Notices. Any notice required hereunder to be given to any party
hereto shall be considered as given if mailed by certified or registered mail,
postage prepaid and addressed to the parties as follows:

                                    Mr. Mark F. Miller
                                    President and Chief Operating Officer
                                    Cogentrix Energy, Inc.
                                    9405 Arrowpoint Boulevard
                                    Charlotte, North Carolina 28273-8110
                                    Telephone: (704) 525-3800
                                    Telecopy:   (704) 529-1006

                                    Mr. John A. Tillinghast
                                    77 Exeter Road
                                    North Hampton, NH  03862
                                    Telephone:  (603) 964-9888

Either party may change the address to which notice to it must be given by
advising the other party in writing of the new address.

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         IN WITNESS WHEREOF, Cogentrix and Consultant have each caused this
Agreement to be executed under seal by their respective duly authorized
representatives as of the day and year first above written.


                                           COGENTRIX ENERGY, INC.

                                           By: /s/ David J. Lewis
                                               --------------------------

                                           Title: C.E.O. - Vice Chairman
                                                  -----------------------

                                           CONSULTANT

                                           By: /s/ John A. Tillinghast
                                               --------------------------
                                                John A. Tillinghast




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