Tensas Inc.: Exhibit 10.6 - Filed by newsfilecorp.com






Exhibit 10.6

GREALISH & MCZEAL
 
A Registered Limited Liability
Partnership 
Attorneys and Counselors at Law 
1200
Rothwell
Houston, Texas 77002 
Telephone (713) 236-0639 
Facsimile
(713) 223-3331 


PROFESSIONAL SERVICES AGREEMENT 

A.      
PGI
ENERGY,
INC ("Client") hereby employs
MARCELLOUS S. MCZEAL of
the law firm of GREALISH &
MCZEAL, LLP Houston, Texas, (hereinafter
also called "Attorneys” or “Firm”) to represent Client in a legal matter, to
wit: negotiate terms of acquisition of Garco Energy Wyoming Refinery,
Multi-State Oil & Gas Acquisitions and Kentucky Refinery, including but not
limited to reviewing documents to determine viability of cash flow, balance
sheets, financial statements, environment studies, asset evaluations,
3rd party appraisals, title review, OSHA audits, review
state and federal regulatory proceedings, feed stock agreements, off take
agreements, executive agreements, accounts payable agreements, draft and
finalize closing contracts, recording deeds, UCC filings, state certificates of
amendments, etc. and to provide all necessary legal and other services
required to conduct same. Unless specifically agreed otherwise, the attorney
named above shall be in charge of Client's matter and serve as
Attorney-in-Charge in any proceedings. I hereby fully authorize and empower my
said attorney to employ one or more attorneys to assist him/her in this matter.


B.       ATTORNEY'S FEES


(1) Fee: In consideration of services rendered to date,
and to be rendered in the future, Client agrees to pay the Firm, in Harris
County, Texas, the aggregate amount of TWO MILLION DOLLARS and 00/100
($2,000,000.00) in consideration of the services rendered to date and to
be rendered in the future, for legal representation. Factors that affect
the setting of attorney's fees are the difficulty encountered in handling the
legal and other aspects of the matter, and the actual time and expenses
involved. 

(2) Services are defined as all services rendered by the
Firm and its employees and other personnel in the handling of Client's legal and
other matters, including, but not limited to, the legal matter described above
in Para. A and any other service rendered on behalf of Client in connection with
the Client's matter. 

(3) Hourly Rates For Services rendered by personnel of
the Firm OFFICES are as follows: 

	 	(a) 	
      For services of Attorneys: $445.00 per hour.

	 	(b) 	
      For services of legal assistants: $150.00 per
  hour.

	 	(c) 	
      For services of interpreters and translators: $50.00 per
      hour.

	 	(d) 	
      For secretarial services and general office personnel:
      $25.00 per hour.



Initials ____

PROFESSIONAL SERVICES AGREEMENT 
PGI ENERGY FUND I SERIES –
2010 
PRIVILEGED COMMUNICATION – PAGE 1 





(4) ADDITIONAL FEES: Additional attorney’s fee will be
charged will be charged to the Client as the matter progresses to closing or
involves unanticipated additional review, analysis or examination of related or
associated matters.

C.       ADDITIONAL CASE
EXPENSES:

(1) In addition to the attorneys and other office personnel
fees to be paid to the firm as per the minimum fee agreement set out above,
Client shall pay all costs and expenses incurred by the firm, including, but not
limited to: This paragraph does not apply to the signators below. 

	 	(a) 	Court costs and filing fees 
	 	(b) 	Photocopy or Xerox expenses at $0.25 per copy
    
	 	(c) 	Certified and registered mail expenses (except
      client letters) 
	 	(d) 	Long distance calls 
	 	(e) 	Travel and parking expenses 
	 	(f) 	Delivery expenses 
	 	(g) 	Deposition expenses 
	 	(h) 	Fees and expenses of experts and other
      individuals or firms engaged by the firm 
	 	(I) 	Food and lodging outside of Houston, Texas
  
	 	(1) 	Interpreter and translation fees 
	 	(k) 	Fax at $2.00 per page. 


Client will not be billed separately for case expenses. 

D.       INITIAL PAYMENT,
ADDITIONAL DEPOSITS, FEES AND EXPENSES 

Client agrees to pay the Firm upon the initial tranche of its
equity line.

Initials ____

PROFESSIONAL SERVICES AGREEMENT 
PGI ENERGY FUND I SERIES –
2010 
PRIVILEGED COMMUNICATION – PAGE 2 





I certify that the Firm has the right to use pre-authorized
checks/charges as a method of receiving regular monthly payments of $
_____________on or about the 1st of each month for __________consecutive
payments beginning on the following month from this agreement date. This
paragraph does not apply to the signators below. 

It is my responsibility to ensure that there are enough funds
available in the account designated to cover the amount that I request to be
charged. If a charge to my account is rejected, the Firm will charge my account
a return item processing fee of $25.00. This authorization shall be the same as
if I had personally signed a check or credit voucher. I understand that a record
of my payments will be included in my bank/credit card statement. I have the
right to have any erroneous entry corrected. This correction must be completed
within 45 days after THE FIRM made the debit. This paragraph does not apply
to the signators below. 

The Firm may require such additional deposits as it deems
necessary to cover anticipated future legal fees and expenses, and Client agrees
to make deposits with the firm to cover these anticipated costs and expenses
within seven (7) days of being requested. This paragraph does not apply to
the signators below. 

If earned fees, expenses incurred, and deposits requested to
cover anticipated future fees and expenses remain unpaid seven (7) days after
requested to be paid, Client understands and agrees that the firm and any
attorney associated with the firm is authorized by Client to withdraw from
further representation of Client, with or without Client's consent. This
paragraph does not apply to the signators below. 

E.       WITHDRAWAL OF
ATTORNEY 

Attorneys may withdraw from Client’s representation in this
matter upon (20) days notice to Client for cause. Cause includes, but is not
limited to a conflict of interest, refusal to accept advice of Attorneys or
non-participation by the Client. 

F.       CHANGE OF
ADDRESS/PHONE NUMBERS 

Client shall notify attorneys in writing immediately of any
change of address and phone number. If client fails to notify attorneys of any
change of address or phone number, notice is deemed given at client’s last known
address/phone number provided to attorney. 

G.       NONASSURANCES


The Firm has not made any assurances or promises to Client
concerning the outcome or probable outcome of the Client’s matter. There are not
any implied or actual assurances nor promises that Client will acquire any
targeted asset nor does the Firm represent to Client that Client will obtain
equity lines of credit, funding, revolving credit, traditional debt or
partnership equity for the acquisition of targeted assets.

Initials ____

PROFESSIONAL SERVICES AGREEMENT 
PGI ENERGY FUND I SERIES –
2010 
PRIVILEGED COMMUNICATION – PAGE 3 





H.       POWER OF ATTORNEY TO
EXECUTE DOCUMENTS 

Client must give written approval to the Firm as Client’s
attorney in fact to execute all documents connected with this matter and for the
purpose of which Attorneys are retained, including contracts, checks or drafts,
agreements, compromises and releases, verifications, and all other documents,
which Client could properly execute. 

I.       COOPERATION OF
CLIENT 

Client shall keep the Firm advised of Client’s residences at
all times, shall appear on reasonable notice at any and all depositions and
court appearances, and shall comply with all reasonable requests of Attorneys in
connection with the preparation and presentation of the aforesaid claim and/or
cause of action. 

J.       Attorney reserves the
right to associate other counsel at no additional expense to Client for the
purposes of this matter. 

K.     This agreement is the complete
contract between Attorney and Client and can be modified or altered only by an
agreement in writing signed by both Attorney and Client. Waiver of any of the
provisions of this contract may only be obtained by express written waiver
signed by both Attorney and Client. 

L.     Client and/or co-signer of this
agreement hereby agree to arbitrate all attorneys’ fee disputes with the Firm in
binding arbitration with the Harris County Bar Association's Fee Dispute
Committee, or its reasonable successor or alternate. This binding arbitration
shall be in lieu of the right to bring court action by either party, and shall
be final. If Client has any complaint against the Firm please contact the State
Bar of Texas @ 1-800-932-1900. 

M.     CLIENT AKNOWLEDGES THAT HE/SHE/IT
HAS READ THIS AGREEMENT, UNDERSTANDS ITS PROVISIONS, AND AGREES TO BE BOUND BY
IT.

	GREALISH & MCZEAL, LLP 	  
	  	  
	_______________________________________  	PGI ENERGY, INC 
	  	  
	Marcellous S. McZeal 	Client:
  ___________________________________
	1200 Rothwell 	           
             Robert Gandy, 
	Houston, Texas 77002 	           
             Majority Shareholder 
	o 713.236.0639 	  
	f 713.223.3331 	7322 Southwest Freeway, Ste. 1100 
	  	Houston, Texas 77074 


PROFESSIONAL SERVICES AGREEMENT 
PGI ENERGY FUND I SERIES –
2010 
PRIVILEGED COMMUNICATION – PAGE 4