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                                                                Exhibit 10.3.6.1

                               CONSULTING CONTRACT

                                     BETWEEN

                               CALPINE CORPORATION

                                       AND

                               GEORGE J. STATHAKIS


                              CALENDAR YEAR - 2005




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                                TABLE OF CONTENTS

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                                                                            Page
<S>                                                                          <C>
1.  SCOPE OF SERVICES                                                          1

2.  TERM                                                                       1

3.  COMPENSATION                                                               1

4.  WARRANTY                                                                   2

5.  INDEPENDENT CONTRACTOR                                                     2

6.  INSURANCE                                                                  2

7.  INDEMNITY                                                                  2

8.  ASSIGNMENT AND SUBCONTRACTING                                              2

9.  CONFIDENTIALITY                                                            3

10. JURISDICTION                                                               3

11. PUBLICATION                                                                3

12. SURVIVAL                                                                   3

13. ENTIRE CONTRACT AND AMENDMENTS                                             3

14. BINDING EFFECT                                                             4
</TABLE>
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                               CONSULTING CONTRACT

     THIS CONSULTING CONTRACT ("Contract") is made and entered into effective as
of January 1, 2005 (the "Effective Date") between Calpine Corporation, a
Delaware corporation, of 50 West San Fernando Street, San Jose, California 95113
("CALPINE") and GEORGE J. STATHAKIS, 120 Montgomery Street, 13th Floor, San
Francisco, California 94104 ("CONSULTANT"), with reference to the following:

     In consideration of the mutual agreements herein contained, it is agreed as
follows:

1.   SCOPE OF SERVICES

     CONSULTANT agrees to provide advice and guidance on various management
     issues to the President and members of his senior staff.

2.   TERM

     2.0  This Contract shall be for a term lasting from the Effective Date
          until December 31, 2005, unless earlier terminated pursuant to this
          Contract or extended by mutual agreement of the parties.

     2.1  Notwithstanding the above, either party may terminate this Contract at
          any time by giving thirty (30) days written notice to the other party,
          provided, however, that any payments due and payable upon termination
          shall be paid.

3.   COMPENSATION

     Compensation to CONSULTANT for services rendered shall be as follows:

     (a)  CALPINE will pay CONSULTANT a monthly retainer (the "Retainer") of
          Five Thousand Dollars ($5,000.00), commencing January 1, 2005, which
          amount will be payable at the beginning of each month under the term
          hereof.

     (b)  In addition to the cash compensation stated in (a) above, CALPINE will
          grant to CONSULTANT stock options under the Discretionary Option Grant
          Program of the Calpine Corporation 1996 Stock Incentive Plan to
          purchase 10,000 shares. The grant will be effective on the first
          business day following January 1, 2005; the option price for this
          grant will be the fair market value of Calpine Corporation stock at
          the close of business on the effective date of the grant. The options
          will be vest in twelve monthly installments and have a ten-year term.

     (c)  In addition to the above, CALPINE agrees to reimburse CONSULTANT for
          all travel and other actual out-of-pocket expenses incurred in support
          of this Contract. Such expenses will not be incurred by CONSULTANT
          without prior approval of CALPINE. CONSULTANT shall furnish copies of
          all receipts with invoices for expenses incurred in support of this
          Contract.

4.   WARRANTY

     CONSULTANT assumes professional and technical responsibility for
     performance of Services to be provided hereunder in accordance with
     recognized professional standards. If within one year following completion
     of the Services, the Services fail to meet the aforesaid standards, and
     CALPINE promptly advises CONSULTANT in writing, CONSULTANT agrees to
     re-perform deficient Services without charge to CALPINE up to a maximum
     amount equivalent to the compensation received for the deficient Services
     rendered.

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5.   INDEPENDENT CONTRACTOR

     5.1  CONSULTANT acknowledges and agrees that it enters into this Contract
          as an independent contractor. Under no circumstances shall CONSULTANT
          look to CALPINE as its employer, nor as a partner, agent or principal.
          CONSULTANT shall not be entitled to any benefits accorded to CALPINE's
          employees including, without limitation, workers compensation,
          disability insurance, and vacation or sick pay. CONSULTANT shall be
          responsible for providing, at its expense and in its name, disability,
          workers' compensation or other insurance as well as licenses and
          permits usual or necessary for conducting the Services hereunder.

     5.2  CONSULTANT shall pay, when and as due, any and all taxes incurred as a
          result of CONSULTANT's compensation hereunder, including estimated
          taxes. CONSULTANT hereby indemnifies CALPINE for any claims, lost
          costs, fees, liabilities, damages or injuries suffered by CALPINE
          arising out of CONSULTANT's breach of this section.

     5.3  CONSULTANT represents that he or she has the qualifications and
          ability to perform the Services in a professional manner, without the
          advice, control or supervision of CALPINE. CONSULTANT shall be solely
          responsible for the professional performance of the Services, and
          shall receive no assistance, direction or control from CALPINE.
          CONSULTANT shall have sole discretion and control of its work and the
          manner in which it is performed.

6.   INSURANCE

     6.1  CONSULTANT shall maintain in full force and effect during the term of
          this Contract, the insurance described below, as well as such other
          insurance as deemed reasonably necessary by CALPINE to insure the
          services performed hereunder.

          6.1.1 Automobile liability insurance covering owned, non-owned and
                hired automobiles for a combined single limit of
                $100,000/$300,000 for bodily injury and property damage.

     6.2  CONSULTANT shall, upon request, furnish certificates showing that the
          above insurance will be in effect during the term of this Contract and
          shall specify that CALPINE must be given, in writing, thirty (30) days
          notice of cancellation, termination, or alternation of the policies
          evidenced by certificates. It is acknowledged, understood and agreed
          that no payment shall be due from CALPINE under this Contract at any
          time when CONSULTANT is not in full compliance with this provision
          dealing with insurance.

7.   INDEMNITY

     7.1  CALPINE agrees to indemnify CONSULTANT and hold him harmless against
          any claim by any person that CONSULTANT's performance arising from or
          in connection with CONSULTANT's relationship with CALPINE renders
          CONSULTANT liable to such person, and against any losses or damages
          suffered by CALPINE and its affiliates as a result of any such claim
          (including legal fees and expenses); provided, however, that such
          indemnity will not extend to any action taken or omitted by CONSULTANT
          as a result of gross negligence or willful misconduct.

     7.2  CONSULTANT shall not be liable for any consequential or indirect
          damages occurring as a result of any recommendation, opinion or advice
          given by CONSULTANT, or from any implementation of CONSULTANT's
          recommendations by CALPINE, or from any other services performed
          hereunder by CONSULTANT for CALPINE.

8.   ASSIGNMENT AND SUBCONTRACTING

     CONSULTANT shall not have the right to assign this Contract or subcontract
     any of the work without the prior written consent of CALPINE. CONSULTANT
     shall supervise all work subcontracted by CONSULTANT in performing the
     Services and shall be responsible for all work performed by a subcontractor
     as if

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CONSULTANT itself had performed such work. The assignment or subcontracting of
any work to subcontractors shall not relieve CONSULTANT from any of its
obligations under this Contract with respect to the Services.

9.   CONFIDENTIALITY

     All data, information, work papers, technology and reports furnished or
     disclosed by CALPINE to CONSULTANT or its personnel in the course of
     performing the Services ("Information") are and shall remain the sole
     property of CALPINE and shall be kept confidential by CONSULTANT, and shall
     be delivered over to CALPINE at CALPINE's request. CONSULTANT agrees not to
     divulge all or any part of the Information to third parties, without the
     prior written consent of CALPINE, unless:

     (a)  The Information is known to CONSULTANT prior to obtaining the same
          from CALPINE;

     (b)  The Information is, at the time of disclosure by CONSULTANT, then in
          the public domain; or

     (c)  The Information is obtained by CONSULTANT from a third party who did
          not receive same, directly or indirectly, from CALPINE and who has no
          obligation of secrecy with respect thereto.

     CONSULTANT further agrees that it will not, without the prior written
     consent of CALPINE, disclose to any third party any of such Information
     developed or obtained by CONSULTANT in the performance of this Contract. If
     so requested by CALPINE, CONSULTANT further agrees to require its employees
     to execute a nondisclosure agreement prior to performing Services under
     this Contract.

10.  JURISDICTION

     This Contract shall be governed by and be construed in accordance with the
     laws of the State of California.

11.  PUBLICATION

     CONSULTANT shall not use CALPINE's name or trademarks, photographs or
     otherwise claim any affiliation with CALPINE in any publication or public
     forum without obtaining prior written approval from CALPINE.

12.  SURVIVAL

     The rights and obligations of the parties, which, by their nature, are
     normally intended to survive the termination or completion of this Contract
     shall remain in full force and effect following termination of this
     Contract for any reason.

13.  ENTIRE CONTRACT AND AMENDMENTS

     This Contract, together with Exhibits and Schedules, if any, attached
     hereto, all of which are incorporated herein as part of this Contract by
     this reference, and together with all purchase orders, contain the entire
     agreement between the parties hereto with respect to the subject matter
     hereof. No amendment to this Contract or to any purchase order shall be
     binding upon either party hereto, unless it is in writing and executed on
     behalf of each party hereto by a duly authorized representative and
     expressly specified as such.

14.  BINDING EFFECT

     This Contract shall be binding upon and inure to the benefit of the parties
     hereto, and to their successors and permitted assigns.


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IN WITNESS WHEREOF, this Contract is executed effective as of the day and year
first above written.


CALPINE:                                    CONSULTANT:

CALPINE CORPORATION                         GEORGE J. STATHAKIS

By:    /s/ Ann B. Curtis                    By:   /s/ George J. Stathakis
       ------------------------                   -----------------------
Title: Executive Vice President             Date: January 17, 2005

Date:  January 20, 2005



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