Assignment and Assumption Agreement

Exhibit 10.13

Assignment and Assumption Agreement

This Assignment and Assumption Agreement (this “Agreement” ) is entered as of this 1st day of January, 2005 (the “Effective Date”), by and between Copano/Operations, Inc., a Texas corporation ( “Assignor” ), and CPNO Services, L.P., a Delaware limited partnership ( “Assignee” ).  Assignor and Assignee are sometimes individually referred to herein as a “Party” or collectively as the “Parties” .

Assignor is a party to that certain Employment Agreement effective October 1, 2004, between Assignor and James J. Gibson, III (the “ Employment Agreement ”);

Pursuant to Section 10.5 of the Employment Agreement, Assignor desires to assign to Assignee Assignor’s rights (the “Assigned Rights” ) and obligations (the “Assigned Obligations” ) under the Employment Agreement relating to periods on and after the Effective Date as set forth below; and

Assignee desires to assume the Assigned Rights and Assigned Obligations, on and after the Effective Date;

NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and agreements set forth