0001047469-04-032164 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • October 26th, 2004 • Copano Energy, L.L.C. • Natural gas transmission • Texas

This Employment Agreement ("Agreement") is entered into effective the 1st day of October, 2004, by and between COPANO/OPERATIONS, INC., a Texas corporation (the "Company"), and JAMES J. GIBSON, III ("Employee").

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5,000,000 Common Units COPANO ENERGY, L.L.C. Representing Limited Liability Company Interests UNDERWRITING AGREEMENT
Underwriting Agreement • October 26th, 2004 • Copano Energy, L.L.C. • Natural gas transmission • New York

RBC Capital Markets Corporation KeyBanc Capital Markets, a Division of McDonald Investments Inc. Sanders Morris Harris Inc. c/o RBC Capital Markets Corporation 60 South Sixth Street Minneapolis, MN 55402

ADMINISTRATIVE AND OPERATING SERVICES AGREEMENT
Administrative and Operating Services Agreement • October 26th, 2004 • Copano Energy, L.L.C. • Natural gas transmission • Texas

THIS ADMINISTRATIVE AND OPERATING SERVICES AGREEMENT (this "Agreement") is by and among Copano/Operations, Inc., a Texas corporation ("Copano Operations"), Copano Energy, L.L.C., a Delaware limited liability company ("Copano Energy"), and the additional entities listed on the signature pages hereto (the "Copano Operating Subsidiaries"), each with offices located at 2727 Allen Parkway, Suite 1200, Houston, Texas 77019. Copano Energy and the Copano Operating Subsidiaries are sometimes collectively referred to in this Agreement as the "Copano Companies."

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