EMPLOYMENT AGREEMENT

 Exhibit 10.2

EMPLOYMENT AGREEMENT

   EMPLOYMENT AGREEMENT ("Agreement") made and entered into 
as of the 12th day of October, 1996, by and between Mineral 
Energy Company (the "Company"), a California corporation, 
and Stephen L. Baum (the "Executive");

   WHEREAS, the Executive is currently serving as President 
and Chief Executive Officer of Enova, Inc., a California 
corporation ("Enova"), and the Company desires to secure the 
continued employment of the Executive in accordance
herewith;

   WHEREAS, pursuant to the Agreement and Plan of Merger 
(the "Merger Agreement"), dated as of October 12, 1996, 
among, inter alia, Enova, Pacific Enterprises, a California 
corporation ("Pacific Enterprises"), and the Company, the 
parties thereto have agreed to a merger (the "Merger") 
pursuant to the terms thereof; 

   WHEREAS, the Executive is willing to commit himself to be 
employed by the Company on the terms and conditions herein 
set forth and thus to forego opportunities elsewhere; and

   WHEREAS, the parties desire to enter into this Agreement, 
as of the Effective Date (as hereinafter defined), setting 
forth the terms and conditions for the employment 
relationship of the Executive with the Company during the 
Employment Period (as hereinafter defined),

   NOW, THEREFORE, IN CONSIDERATION of the mutual premises, 
covenants and agreements set forth below, it is hereby 
agreed as follows:

1.  Employment and Term.

   (a)  Employment.  The Company agrees to employ the 
Executive, and the Executive agrees to be employed by the 
Company, in accordance with the terms and provisions of this 
Agreement during the term thereof (as described below).

   (b)  Term.  The term of the Executive's employment under 
this Agreement shall commence (the "Effective Date") as of 
the closing date (the "Closing Date") of the Merger, as 
described in the Merger Agreement, and shall continue until 
the earlier of the Executive's Mandatory Retirement Age (as 
defined herein) or the fifth anniversary of the Effective 
Date (such term being referred to hereinafter as the 
"Employment Period"); provided, however, that commencing on 
the fourth anniversary of the Effective Date (and each 
anniversary of the Effective Date thereafter) the term of 
this Agreement shall automatically be extended for one 
additional year, unless, prior to such date, the Company or 
the Executive shall give written notice to the other party 
that it or he, as the case may be, does not wish to so 
extend this Agreement; and further provided, however, that 
if the Merger Agreement is terminated, then, at the time of 
such termination, this Agreement shall be deemed cancelled 
and of no force or effect and the Executive shall continue 
to be subject to such agreements and arrangements that were 
in effect prior to the Closing Date.  As a condition to the 
Merger, the parties hereto agree that the Company shall be 
responsible for all of the premises, covenants and 
agreements set forth in this Agreement.

   (c)  Mandatory Retirement.  In no event shall the term of 
the Executive's employment hereunder extend beyond the end 
of the month in which the Executive's 65th birthday occurs 
(the "Mandatory Retirement Age").

2.  Duties and Powers of Executive.

   (a)  Position.  

   (i)  Period A.  During the period commencing on the 
Effective Date and ending on the earlier of September 1, 
2000 or the second anniversary of the Effective Date 
("Period A"), the Executive shall serve as the Vice Chairman 
of the Board of Directors of the Company (the "Board"), 
President and Chief Operating Officer of the Company with 
such authority, duties and responsibilities with respect to 
such position as set forth below in subsection(b) hereof.  
In this capacity, the Executive shall be a member of the 
office of
the Chairman (which shall be an office held jointly by the 
Executive and the Chief Executive Officer/Chairman of the 
Board) ("Office of the Chairman")and shall report only to 
the Chief Executive Officer/Chairman of the Board. The 
presidents and principal executive officers of the Company's 
regulated and nonregulated businesses and the senior-most 
person in charge of each of the Company's policy units shall 
report directly to the Office of the Chairman.   

   (ii)  Period B.  During the period, if any, commencing on 
the second anniversary of the Effective Date and ending on 
September 1, 2000("Period B"), the Executive shall be 
nominated to the position of, and if elected shall serve as, 
the Vice Chairman of the Board, Chief Executive Officer and 
President of the Company with such authority, duties and 
responsibilities with respect to such position as set forth 
below.  In this capacity, the Executive shall report only to 
the Board.  The presidents and chief executive officers of 
the Company's regulated and nonregulated businesses and the 
senior-most person in charge of each of the Company's policy 
units shall report directly to the Executive.
 (iii)  Period C.  During the period, if any, commencing 
September 1, 2000 and ending on the expiration date of the 
Agreement ("Period C"),the Executive shall be nominated to 
the position of, and if elected shall serve as, Chairman, 
Chief Executive Officer and President of the Company with 
such authority, duties and responsibilities with respect to 
such position as set forth below.  In this capacity, the 
Executive shall report only to the Board. The presidents and 
chief executive officers of the Company's regulated and 
nonregulated businesses and the senior-most person in charge 
of each of the Company's policy units shall report directly 
to the Executive.  

 (b)  Duties.

   (i)  Chief Executive Officer.  The duties of the Chief 
Executive Officer of the Company shall include but not be 
limited to directing the overall business, affairs and 
operations of the Company, through its officers, all of whom 
shall report directly or indirectly to the Office of the 
Chairman or, if there is no Office of the Chairman, to the 
Chief Executive Officer.   (ii)  Chief Operating Officer.  
The duties of the Chief Operating Officer of the Company 
shall include, but not be limited to, directing the day-to-
day business, affairs and operations of the Company, under 
the supervision of the Chief Executive Officer and (to the 
extent the Chief Executive Officer is not also the 
President) the President.   (iii)  President.  The duties of 
the President of the Company shall include, but not be 
limited to, assisting the Chief Executive Officer (to the 
extent the President is not also the Chief Executive 
Officer) in directing the overall business, affairs and 
operations of the Company.   (iv)  Chairman of the Board.  
The Chairman of the Board shall be a director and shall 
preside at meetings of the Board and meetings of the 
shareholders.  The Chairman shall be responsible for Board 
and shareholder governance and shall have such duties and 
responsibilities as are customarily assigned to such 
positions.  (v)  Vice Chairman of the Board.  The Vice 
Chairman of the Board shall be a director and, in the 
absence of the Chairman, shall preside at meetings of the 
Board and meetings of shareholders.  The Vice Chairman shall 
assist the Chairman in his responsibility for Board and 
shareholder governance and shall have such duties as are 
customarily assigned to such position.

   (c)  Board Membership.  The Executive shall be a member 
of the Board on the first day of the Employment Period, and 
the Board shall propose the Executive for re-election to the 
Board throughout the Employment Period.

   (d)  Attention.  During the Employment Period, and 
excluding any periods of vacation and sick leave to which 
the Executive is entitled, the Executive shall devote full 
attention and time during normal business hours to the 
business and affairs of the Company and, to the extent 
necessary to discharge the responsibilities assigned to the 
Executive under this Agreement, use the Executive's best 
efforts to carry out such responsibilities faithfully and 
efficiently.  It shall not be considered a violation of the 
foregoing for the Executive to serve on corporate, industry, 
civic or charitable boards or committees, so long as such 
activities do not interfere with the performance of the 
Executive's responsibilities as an employee of the Company 
in accordance with this Agreement.
3.  Compensation.

   It is the Board's intention to provide the Executive with 
compensation opportunities that, in total, are at a level 
that is consistent with that provided by comparable 
companies to executives of similar levels of responsibility, 
expertise and corporate and individual performance as 
determined by the compensation committee of the Board.  In 
this regard, the Executive shall receive the following 
compensation for his services hereunder to the Company:

   (a)  Base Salary.  During the Employment Period, the 
Executive's annual base salary ("Annual Base Salary") shall 
be payable in accordance with The Company's general payroll 
practices.  During Period A, the Executive's Annual Base 
Salary shall in no event be less than $645,000.  During 
Period B and Period C, if The Executive is elected to the 
position of Chief Executive Officer, the Executive's Annual 
Base Salary shall in no event be less than the annual base 
salary of the Executive's predecessor as Chief Executive 
Officer of the Company.  Subject to Section 4(d)(ii), the 
Board in its discretion may from time to time direct such 
upward adjustments in the Executive's Annual Base Salary as 
the Board deems to be necessary or desirable, including, 
without limitation, adjustments in order to reflect in-
creases in the cost of living and the Executive's 
performance.  Any increase in Annual Base Salary shall not 
serve to limit or reduce any other obligation of the Company 
under this Agreement.
   (b)  Incentive Compensation.  Subject to Section 
4(d)(ii), during the Employment Period, the Executive shall 
participate in annual incentive compensation plans and long-
term incentive compensation plans of the Company and, to the 
extent appropriate,  the Company's subsidiaries  (which 
long-term incentive compensation plans may include plans 
offering stock options, restricted stock and other long-term 
incentive compensation and all such annual and long-term 
plans to be hereinafter referred to as the "Incentive 
Compensation Plans") and will be granted awards thereunder 
providing him with the opportunity to earn, on a year-by-
year basis, annual and long-term incentive compensation (the 
"Incentive Compensation Awards")at least equal (in terms of 
target, maximum and minimum awards expressed as a percentage 
of Annual Base Salary) to the greater of the Executive's 
opportunities that were in effect prior to the Effective 
Date and the awards granted to the Chief Executive Officer 
of the Company under the Incentive Compensation Plans during 
Period A.  Any equity awards granted to the Executive may be 
granted, at the Executive' selection, to trusts established 
for the benefit of members of the Executive's family. With 
respect to incentive compensation awards granted prior to 
the Effective Date, the Executive shall be entitled to 
retain such awards in accordance with their terms, which 
shall be appropriately adjusted as a result of the Merger. 

   (c)  Retirement and Welfare Benefit Plans.  In addition 
to the benefits provided under Section 3(b), during the 
Employment Period and so long as the Executive is employed 
by the Company, he shall be eligible to participate in all 
other savings, retirement and welfare plans, practices, 
policies and programs applicable generally to employees 
and/or senior executive officers of the Company and its 
domestic subsidiaries, except with respect to any benefits 
under any plan, practice, policy or program to which the 
Executive has waived his rights in writing.  To the extent 
that benefits payable or provided to the Executive under 
such plans are materially less favorable on a benefit by 
benefit basis than the benefits that would have been payable 
or provided to the Executive under comparable Enova tax-
qualified retirement plans, executive retirement plans, 
split dollar and other executive life insurance arrangements 
in which the Executive was a participant (based on the terms 
of such plans as of the Effective Date), the Executive shall 
be entitled to benefits pursuant to the terms of this 
Agreement equal to the excess of the benefits provided under 
the applicable Enova plans over the benefits provided under 
the comparable Company plans.

   (d)  Expenses.  The Company shall reimburse the Executive 
for all expenses, including those for travel and 
entertainment, properly incurred by him in the performance 
of his duties hereunder in accordance with policies 
established from time to time by the Board.
   (e)  Fringe Benefits and Perquisites.  During the 
Employment Period and so long as the Executive is employed 
by the Company, he shall be entitled to receive fringe 
benefits and perquisites in accordance with the plans, 
practices, pro-grams and policies of the Company and, to the 
extent appropriate, the Company's subsidiaries from time to 
time in effect, commensurate with his position.
4.  Termination of Employment.

   (a)  Death or Disability.  The Executive's employment 
shall terminate upon the Executive's death or, at the 
election of the Board or the Executive, by reason of 
Disability (as herein defined) during the Employment Period; 
provided, however, that the Board may not terminate the 
Executive's employment hereunder by reason of Disability 
unless at the time of such termination there is no 
reasonable expectation that the Executive will return to 
work within the next ninety (90) day period.  For purposes 
of this Agreement, disability ("Disability") shall have the 
same meaning as set forth in the Enova long-term disability 
plan or its successor.
   (b)  By the Company for Cause.  The Company may terminate 
the Executive's employment during the Employment Period for 
Cause (as herein defined). For purposes of this Agreement, 
"Cause" shall mean (i) the willful and continued failure by 
the Executive to substantially perform the Executive's 
duties with the Company (other than any such failure 
resulting from the Executive's incapacity due to physical or 
mental illness or any such actual or anticipated failure 
after the issuance of a Notice of Termination for Good 
Reason by the Executive pursuant to Section 4(d))or (ii) the 
Executive's commission of one or more acts of moral 
turpitude that constitute a violation of applicable law 
(including but not limited to a felony) which have or result 
in an adverse effect on the Company, monetarily or otherwise 
or one or more significant acts of dishonesty.  For purposes 
of clause (i) of this definition, no act, or failure to act, 
on the Executive's part shall be deemed "willful" unless 
done, or omitted to be done, by the Executive not in good 
faith and without reasonable belief that the Executive's 
act, or failure to act, was in the best interest of the 
Company.  
   (c)  By the Company without Cause.  Notwithstanding any 
other provision of this Agreement, the Company may terminate 
the Executive's employment other than by a termination for 
Cause during the Employment Period, but only upon the 
affirmative vote of three-fourths (3/4) of the membership of 
the Board.
   (d)  By the Executive for Good Reason.  The Executive may 
terminate his employment during the Employment Period for 
Good Reason (as herein defined). For purposes of this 
Agreement, "Good Reason" shall mean the occurrence without 
the written consent of the Executive of any one of the 
following acts by the Company, or failures by the Company to 
act, unless such act or failure to act is corrected prior to 
the Date of Termination (as hereinafter defined) specified 
in the Notice of Termination (as hereinafter defined) given 
in respect thereof:
 
(i)  an adverse change in the Executive's title, authority, 
duties, responsibilities or reporting lines as specified in 
Section 2(a) and 2(b)of this Agreement;  (ii)  a reduction 
by the Company in (A) the Executive's Annual Base Salary as 
in effect on the date hereof or as the same may be in-
creased from time to time or (B) the Executive's aggregate 
annualized compensation and benefits opportunities, except, 
in the case of both (A) and (B), for across-the-board 
reductions similarly affecting all executives (both of the 
Company and of any Person (as hereinafter defined) then in 
control of the Company) whose compensation is directly 
determined by the compensation committee of the Board (and 
the compensation committee of the board of directors of any 
Person then in control of the Company);  provided that, the 
exception for across-the-board reductions shall not apply 
following a Change in Control (as hereinafter defined);  
(iii)  the relocation of the Executive's principal place of 
employment to a location away from the Company's 
headquarters or a substantial increase in the Executive's 
business travel obligations outside of the Southern 
California area as of the Effective Date, other than any 
such increase that (A) arises in connection with 
extraordinary business activities of the Company and (B) is 
understood not to be part of the Executive's regular duties 
with the Company;  (iv)  the failure by the Company to pay 
to the Executive any portion of the Executive's current 
compensation and benefits or to pay to the Executive any 
portion of an installment of deferred compensation under any 
deferred compensation program of the Company within thirty 
(30) days of the date such compensation is due;  (v)  the 
failure by the shareholders to elect the Executive to the 
Board during the Employment Period;  (vi)  the failure by 
the Board to elect the Executive to the positions of Vice 
Chairman of the Board, President and Chief Executive Officer 
during Period B, or Chairman of the Board, President and 
Chief Executive Officer during Period C;  (vii)  any 
purported termination of the Executive's employment that is 
not effected pursuant to a Notice of Termination satisfying 
the requirements of Section 4(f); for purposes of this 
Agreement, no such purported termination shall be effective;  
(viii)  the failure by the Company to obtain a satisfactory 
agreement from any successor of the Company requiring such 
successor to assume and agree to perform the Company's 
obligations under this Agreement, as contemplated in Section 
11; or  (ix)  the failure by the Company to comply with any 
material provision of this Agreement.    Following a Change 
in Control (as hereinafter defined), the Executive's 
determination that an act or failure to act constitutes Good 
Reason shall be presumed to be valid unless such 
determination is deemed to be unreasonable by an arbitrator. 
The Executive's right to terminate the Executive's 
employment for Good Reason shall not be affected by the 
Executive's incapacity due to physical or mental illness.  
The Executive's continued employment shall not constitute 
consent to, or a waiver of rights with respect to, any act 
or failure to act constituting Good Reason hereunder.  

 (e)Change in Control.  Change in Control shall mean the 
occurrence of any of the following events:   (i)Any Person 
is or becomes the Beneficial Owner, directly or indirectly, 
of securities of the Company (not including in the 
securities beneficially owned by such Person any securities 
acquired directly from the Company or its affiliates other 
than in connection with the acquisition by the Company or 
its affiliates of a business) representing twenty percent 
(20%) or more of the combined voting power of the Company's 
then outstanding securities; or   (ii)  The following 
individuals cease for any reason to constitute a majority of 
the number of directors then serving: individuals who, on 
the date hereof, constitute the Board and any new director 
(other than a director whose initial assumption of office is 
in connection with an actual or threatened election contest, 
including but not limited to a consent solicitation, 
relating to the election of directors of the Company) whose 
appointment or election by the Board or nomination for 
election by the Company's shareholders was approved or 
recommended by a vote of at least two-thirds (2/3) of the 
directors then still in office who either were directors on 
the date hereof or whose appointment, election or nomination 
for election was previously so approved or recommended; or    
(iii)  There is consummated a merger or consolidation of the 
Company or any direct or indirect subsidiary of the Company 
with any other corporation, other than (A) a merger or 
consolidation which would result in the voting securities of 
the Company outstanding immediately prior to such merger or 
consolidation continuing to represent (either by remaining 
outstanding or by being converted into voting securities of 
the surviving entity or any parent thereof), in combination 
with the ownership of any trustee or other fiduciary holding 
securities under an employee benefit plan of the Company or 
any subsidiary of the Company, at least sixty percent (60%) 
of the combined voting power of the securities of the 
Company or such surviving entity or any parent thereof 
outstanding immediately after such merger or consolidation, 
or(B) a merger or consolidation effected to implement a 
recapitalization of the Company (or similar transaction) in 
which no Person is or becomes the beneficial owner, directly 
or indirectly, of securities of the Company (not including 
in the securities beneficially owned by such Person any 
securities acquired directly from the Company or its 
affiliates other than in connection with the acquisition by 
the Company or its affiliates of a business) representing 
twenty percent (20%) or more of the combined voting power of 
the Company's then outstanding securities; or    (iv)  The 
shareholders of the Company approve a plan of complete 
liquidation or dissolution of the Company or there is 
consummated an agreement for the sale or disposition by the 
Company of all or substantially all of the Company's assets, 
other than a sale or disposition by the Company of all or 
substantially all of the Company's assets to an entity, at 
least sixty percent (60%) of the combined voting power of 
the voting securities of which are owned by shareholders of 
the Company in substantially the same proportions as their 
ownership of the Company immediately prior to such sale.   
"Person" shall have the meaning given in section 3(a)(9) of 
the Securities Exchange Act of 1934 (the "Exchange Act"), as 
modified and used in sections 13(d) and 14(d) thereof, 
except that such term shall not include (i) the Company or 
any of its subsidiaries, (ii) a trustee or other fiduciary 
holding securities under an employee benefit plan of the 
Company or any of its affiliates, (iii) an underwriter 
temporarily holding securities pursuant to an offering of 
such securities,(iv) a corporation owned, directly or 
indirectly, by the shareholders of the Company in 
substantially the same proportions as their ownership of 
stock of the Company, or(v) a person or group as used in 
Rule 13d-1(b) under the Exchange Act.   "Beneficial Owner" 
shall have the meaning set forth in Rule 13d-3
under the Exchange Act.

   Notwithstanding the foregoing, any event or transaction 
which would otherwise constitute a Change in Control (a 
"Transaction") shall not constitute a Change in Control for 
purposes of this Agreement if, in connection with the 
Transaction, the Executive participates as an equity 
investor in the acquiring entity or any of its affiliates 
(the "Acquiror").  For purposes of the preceding sentence, 
the Executive shall not be deemed to have participated as an 
equity investor in the Acquiror by virtue of (i) obtaining 
beneficial ownership of any equity interest in the Acquiror 
as a result of the grant to the Executive of an incentive 
compensation award under one or more incentive plans of the 
Acquiror (including, but not limited to, the conversion in 
connection with the Transaction of incentive compensation 
awards of the Company into incentive compensation awards of 
the Acquiror), on terms and conditions substantially 
equivalent to those applicable to other executives of the 
Company immediately prior to the Transaction, after taking 
into account normal differences attributable to job 
responsibilities, title and the like, (ii) obtaining 
beneficial ownership of any equity interest in the Acquiror 
on terms and conditions substantially equivalent to those 
obtained in the Transaction by all other shareholders of the 
Company, or (iii) obtaining beneficial ownership of any 
equity interest in the Acquiror in a manner unrelated to a 
Transaction.

   (f)  Notice of Termination.  During the Employment 
Period, any purported termination of the Executive's 
employment (other than by reason of death)shall be 
communicated by written Notice of Termination from one party 
hereto to the other party hereto in accordance with Section 
12(b).  For purposes of this Agreement, a "Notice of 
Termination" shall mean a notice that shall indicate the 
specific termination provision in this Agreement relied 
upon, if any, and shall set forth in reasonable detail the 
facts and circumstances claimed to provide a basis for 
termination of the Executive's employment under the 
provision so indicated.  Further, a Notice of Termination 
for Cause is required to include a copy of a resolution duly 
adopted by the affirmative vote of not less than three-
fourths (3/4) of the entire membership of the Board at a 
meeting of the Board that was called and held no more than 
ninety (90)days after the date the Board had knowledge of 
the most recent act or omission giving rise to such breach 
for the purpose of considering such termination (after 
reasonable notice to the Executive and an opportunity for 
the Executive, together with the Executive's counsel, to be 
heard before the Board and, if possible, to cure the breach 
that was the basis for the Notice of Termination for Cause) 
finding that, in the good faith opinion of the Board, the 
Executive was guilty of conduct set forth in clause (i)or 
(ii) of the definition of Cause herein, and specifying the 
particulars thereof in detail.  Unless the Board determines 
otherwise, a Notice of Termination by the Executive alleging 
a termination for Good Reason must be made within 180 days 
of the act or failure to act that the Executive alleges to 
constitute Good Reason.   

(g)  Date of Termination.  "Date of Termination," with 
respect to any purported termination of the Executive's 
employment during the Employment Period, shall mean the date 
specified in the Notice of Termination (which, in the case 
of a termination by the Company, for reasons other than 
Cause, shall not be less than thirty (30) days and, in the 
case of a termination by the Executive, shall not be less 
than fifteen (15) days nor more than sixty (60) days), from 
the date such Notice of Termination is given).

5.  Obligations of the Company Upon Termination.

   (a)  Termination Other Than for Cause, Death or 
Disability.  During the Employment Period, if the Company 
shall terminate the Executive's employment(other than for 
Cause, death or Disability) or the Executive shall terminate 
his employment for Good Reason (termination in any such case 
being referred to as "Termination") the Company shall pay to 
the Executive the amounts, and provide the Executive with 
the benefits, described in this Section 5 (hereinafter 
referred to as the "Severance Payments").  Subject to 
Section 5(g), the amounts specified in this Section 5(a) 
shall be paid within thirty (30) days after the Date of 
Termination.

   (i)  Lump Sum Payment.  In lieu of any further payments 
of Annual Base Salary or annual Incentive Compensation 
Awards to the Executive for periods subsequent to the Date 
of Termination, the Company shall pay to the Executive a 
lump sum amount in cash equal to the product of (X) the sum 
of (A) the Executive's Annual Base Salary and (B) the 
greater of the Executive's target bonus for the year of 
termination or the average of the three(3) years' highest 
gross bonus awards, not necessarily consecutive, paid by the 
Company (or its predecessor) to the Executive in the five 
(5) years preceding the year of termination and (Y) the 
number of years remaining in the Employment Period 
(including fractional years), but in no event less than two 
(2);provided, however, that in the event of a Termination 
following a Change in Control such multiplier shall not be 
less than three (3). 

   (ii)  Accrued Obligations.  The Company shall pay the 
Executive a lump sum amount in cash equal to the sum of (A) 
the Executive's Annual Base Salary through the Date of 
Termination to the extent not thereto-fore paid, (B) an 
amount equal to any annual Incentive Compensation Awards 
earned with respect to fiscal years ended prior to the year 
that includes the Date of Termination to the extent not 
theretofore paid and (C) an amount equal to the target 
amount payable under any annual Incentive Compensation 
Awards for the fiscal year that includes the Date of 
Termination or, if greater, the average of the three (3) 
years' highest gross bonus awards, not necessarily 
consecutive, paid by the Company (or its predecessor) to the 
Executive in the five (5) years preceding the year of 
Termination multiplied by a fraction the numerator of which 
shall be the number of days from the beginning of such 
fiscal year to and including the Date of Termination and the 
denominator of which shall be 365, in each case to the 
extent not theretofore paid.  (The amounts specified in 
clauses (A), (B) and (C) shall be hereinafter referred to as 
the "Accrued Obligations.")

   (iii)  Deferred Compensation.  In the event of a 
Termination following a Change in Control, the Company shall 
pay the Executive a lump sum payment in an amount equal to 
any compensation previously deferred by the Executive 
(together with any accrued interest or earnings thereon).

   (iv)  Pension Supplement.  The Company shall provide the 
Executive with such additional years of age and service 
credit for purposes of the calculation of retirement 
benefits under the Enova Supplemental Executive Retirement 
Plan (the "Enova SERP") as if he had remained employed for 
the remainder of the Employment Period, but in no event less 
than two (2) years, provided, however, that there shall be 
no reduction under the Enova SERP for early retirement as 
set forth in paragraph 4.a.ii of the Enova SERP, except for 
the early retirement reduction factor determined in 
accordance with the table in Section 5.4 of the San Diego 
Gas & Electric Company Pension Plan, as adopted by Enova 
(the "Pension Plan"); and provided, further, however, that 
in the event of a Termination following a Change in Control, 
the Company shall pay the Executive a lump sum payment in an 
amount equal to the benefits under the Enova SERP as 
described in paragraph 2.c of the Enova SERP, less the value 
calculated consistently with paragraph 4.b of the SERP of 
the Executive's entitlement under the Pension Plan, such 
payment to be calculated and paid without regard to the 
limitation described in the Enova SERP relating to Section 
280G of the Code and with such additional years of age and 
service credit as if he had remained employed for the 
remainder of the Employment Period, but in no event less 
than two (2) years; and in either case The Executive's 
termination shall be a "Qualifying Termination" as defined 
in the Split Dollar Life Insurance Agreement entered into 
between the Executive and Enova, and where necessary the 
Company shall take such steps, including the payment of 
additional premiums, as may be necessary so that the cash 
value of the policy as of the Date of Termination shall 
reflect the additional age and service credit.

   (v)  Accelerated Vesting and Payment of Long-Term 
Incentive Awards.  All equity-based long-term Incentive 
Compensation Awards held by the Executive under any long- 
term Incentive Compensation Plan maintained by the Company 
or any affiliate shall immediately vest and become 
exercisable as of the Date of Termination, to be exercised 
in accordance with the terms of the applicable plan and 
award agreement; provided, however, that any such awards 
granted on or after the Effective Date shall remain 
outstanding and exercisable until the earlier of (A) 
eighteen (18) months following the Date of Termination or 
(B) the expiration of the original term of such award (it 
being understood that all awards granted prior to the 
Effective Date shall remain outstanding and exercisable for 
a period that is no less than that provided for in the 
applicable agreement in effect as of the date of grant), and 
the Company shall pay to the Executive, with respect to all 
cash-based, long-term Incentive Compensation Awards made to 
the Executive that are outstanding under any long-term 
Incentive Compensation Plan maintained by the Company or any 
affiliate an amount equal to the target amount payable under 
such long-term Incentive Compensation Awards multiplied by a 
fraction, the numerator of which shall be the number of days 
from the beginning of the award cycle to and including the 
Date of Termination, and the denominator of which shall be 
the number of days in the cycle as originally granted.   

(vi)  Continuation of Welfare Benefits.  For (A) the 
remainder of the Employment Period, but in no event less 
than a period of two (2) years or (B) until the Executive is 
eligible for retiree medical benefits, whichever is longer, 
immediately following the Date of Termination, the Company 
shall arrange to provide the Executive and his dependents 
with life, disability, accident and health insurance 
benefits substantially similar to those provided to the 
Executive and his dependents immediately prior to the Date 
of Termination, provided, however, that if the Executive 
becomes employed with another employer and is eligible to 
receive life, disability, accident and health insurance 
benefits under another employer-provided plan, the benefits 
under the Company's plans shall be secondary to those 
provided under such other plan during such applicable period 
of eligibility, and further provided, however, that in the 
event of a termination following a Change in Control such 
period shall not be less than the number of years until the 
Executive reaches normal retirement age as defined under the 
Enova tax-qualified plans.
   (b)  Termination by the Company for Cause or by the 
Executive Other than for Good Reason.  Subject to the 
provisions of Section 6 of this Agreement, if the 
Executive's employment shall be terminated for Cause during 
the Employment Period, or if the Executive terminates 
employment during the Employment Period other than for Good 
Reason, the Company shall have no further obligations to The 
Executive under this Agreement other than the Accrued 
Obligations. 

   (c)  Termination due to Death or Disability.  If the 
Executive's employment shall terminate by reason of death or 
Disability, the Company shall pay the Executive or his 
estate, as the case may be, the Accrued Obligations and, 
solely in the case of termination by reason of Disability, 
the Pension Supplement.  Such payments shall be in addition 
to those rights and benefits to which the Executive or his 
estate may be entitled under the relevant Company plans or 
programs.
   (d)  Code Section 280G.

   (i)  Notwithstanding any other provisions of this 
Agreement, in the event that any payment or benefit received 
or to be received by the Executive (whether pursuant to the 
terms of this Agreement or any other plan, arrangement or 
agreement with (A) the Company, (B) any Person (as defined 
in Section 4(e)) whose actions result in a Change in Control 
or (C) any Person affiliated with the Company or such 
Person) (all such payments and benefits, including the 
Severance Payments, being hereinafter called "Total 
Payments")would not be deductible (in whole or part) by the 
Company, an affiliate or Person making such payment or 
providing such benefit as a result of section 280G of the 
Code, then, to the extent necessary to make such portion of 
the Total Payments deductible (and after taking into account 
any reduction in the Total Payments provided by reason of 
section 280G of the Code in such other plan, arrangement or 
agreement), the cash Severance Payments shall first be 
reduced (if necessary, to zero), and all other Severance 
Payments shall thereafter be reduced (if necessary, to 
zero); provided, however, that the Executive may elect to 
have the noncash Severance Payments reduced (or eliminated) 
prior to any reduction of the cash Severance Payments.

   (ii)  For purposes of this limitation, (A) no portion of 
the Total Payments the receipt or enjoyment of which the 
Executive shall have waived at such time and in such manner 
as not to constitute a "payment" within the meaning of 
section 280G(b) of the Code shall be taken into account, (B) 
no portion of the Total Payments shall be taken into account 
which, in the opinion of tax counsel ("Tax Counsel") 
reasonably acceptable to the Executive and selected by the 
Company's accounting firm which (or, in the case of a 
payment following a Change in Control the accounting firm 
that was, immediately prior to the Change in Control, the 
Company's independent auditor) (the "Auditor"),does not 
constitute a "parachute payment" within the meaning of 
section 280G(b)(2) of the Code, including by reason of 
section 280G(b)(4)(A) of the Code, (C) the Severance 
Payments shall be reduced only to the extent necessary so 
that the Total Payments (other than those referred to in 
clause (A) or(B)) in their entirety constitute reasonable 
compensation for services actually rendered within the 
meaning of section 280G(b)(4)(B) of the Code or are 
otherwise not subject to disallowance as deductions by 
reason of section 280G of the Code, in the opinion of Tax 
Counsel, and (D) the value of any noncash benefit or any 
deferred payment or benefit included in the Total Payments 
shall be determined by the Auditor in accordance with the 
principles of sections 280G(d)(3) and (4) of the Code.
   (e)  Consulting and Non-Competition.   If the Total 
Payments are subject to reduction in accordance with the 
above provisions of Section 5(d), the Executive shall have 
the option, to be exercised within ten (10) days after 
receipt of notice of such reduction from the Company, to 
enter into a consulting and non-competition agreement with 
the Company (the "Consulting and Non-Competition 
Agreement"), which shall (1) provide the Executive with 
payments and benefits, payable over the term of the 
agreement, the present value of which in the aggregate is 
equal to or greater than the present value (determined by 
applying a discount rate equal to the interest rate provided 
in section 1274(b)(2)(B) of the Code) of the balance of the 
payments and benefits otherwise payable to the Executive 
without regard to the provisions of Section 5(d), (2) 
require the Executive to make his services available to the 
Company for no more than twenty (20) hours per month and (3) 
last for a period of not more than two (2) years (unless the 
Executive consents to a longer period).
   (f)  Gross-Up Payment.  In the event that the Executive 
receives a notice from the Internal Revenue Service to the 
effect that the amounts payable under the Consulting and 
Non-Competition Agreement would be subject (in whole or 
part)to the tax (the "Excise Tax") imposed under section 
4999 of the Code, within thirty(30) days after the date the 
Chairman of the Board receives a copy of such notice the 
Company shall pay to the Executive such additional amounts 
(the "Gross-Up Payment") such that the net amount retained 
by the Executive, after deduction of any Excise Tax on the 
Total Payments and any federal, state and local income and 
employment taxes and Excise Tax upon the Gross-Up Payment, 
shall be equal to the Total Payments.  For purposes of 
determining the amount of the Gross-Up Payment, the 
Executive shall be deemed to pay federal income tax at the 
highest marginal rate of federal income taxation in the 
calendar year in which the Gross-Up Payment is to be made 
and state and local income taxes at the highest marginal 
rate of taxation in the state and locality of the 
Executive's residence on the date on which the Gross-Up 
Payment is calculated for purposes of this section, net of 
the maximum reduction in federal income taxes which could be 
obtained from deduction of such state and local taxes.  In 
the event that the Excise Tax is subsequently determined to 
be less than the amount taken into account hereunder, the 
Executive shall repay to the Company, at the time that the 
amount of such reduction in Excise Tax is finally 
determined, the portion of the Gross-Up Payment attributable 
to such reduction (plus that portion of the Gross-Up Payment 
attributable to the Excise Tax and federal, state and local 
income tax imposed on the Gross-Up Payment being repaid by 
the Executive to the extent that such repayment results in a 
reduction in Excise Tax and/or a federal, state or local 
income tax deduction) plus interest on the amount of such 
repayment at the rate provided in section 1274(b)(2)(B) of 
the Code.  In the event that the Excise Taxis determined to 
exceed the amount taken into account hereunder (including by 
reason of any payment the existence or amount of which 
cannot be determined at the time of the Gross-Up Payment), 
the Company shall make an additional Gross-Up Payment in 
respect of such excess (plus any interest, penalties or 
additions payable by the Executive with respect to such 
excess) at the time that the amount of such excess is 
finally determined.  The Executive and the Company shall 
each reasonably cooperate with the other in connection with 
any administrative or judicial proceedings concerning the 
existence or amount of liability for Excise Tax with respect 
to the Total Payments. 
   (g)  Release.  Notwithstanding anything herein to the 
contrary, the Company's obligation to make the payments 
provided for in this Section 5 is expressly made subject to 
and conditioned upon (i) the Executive's prior execution of 
a release substantially in the form attached hereto as 
Exhibit A within forty-five (45)days after the applicable 
Date of Termination and (ii) the Executive's non-revocation 
of such release in accordance with the terms thereof.

6.  Nonexclusivity of Rights.  
   Nothing in this Agreement shall prevent or limit the 
Executive's continuing or future participation in any 
benefit, plan, program, policy or practice provided by the 
Company and for which the Executive may qualify (except with 
respect to any benefit to which the Executive has waived his 
rights in writing), nor shall anything herein limit or 
otherwise affect such rights as the Executive may have under 
any other contract or agreement entered into after the 
Effective Date with the Company.  Amounts which are vested 
benefits or which the Executive is otherwise entitled to 
receive under any benefit, plan, policy, practice or program 
of, or any contract or agreement entered into with, the 
Company shall be payable in accordance with such benefit, 
plan, policy, practice or program or contract or agreement 
except as explicitly modified by this Agreement.

7.  Full Settlement; Mitigation.

   The Company's obligation to make the payments provided 
for in this Agreement and otherwise to perform its 
obligations hereunder shall not be affected by any set-off, 
counterclaim, recoupment, defense or other claim, right or 
action which the Company may have against the Executive or 
others, provided that nothing herein shall preclude the 
Company from separately pursuing recovery from the Executive 
based on any such claim.  In no event shall the Executive be 
obligated to seek other employment or take any other action 
by way of mitigation of the amounts (including amounts for 
damages for breach) payable to the Executive under any of 
the provisions of this Agreement and such amounts shall not 
be reduced whether or not the Executive obtains other 
employment.  

8.  Arbitration.  

   Any dispute about the validity, interpretation, effect or 
alleged violation of this Agreement (an "arbitrable 
dispute") must be submitted to confidential arbitration in 
San Diego, California.  Arbitration shall take place before 
an experienced employment arbitrator licensed to practice 
law in such state and selected in accordance with the Model 
Employment Arbitration Procedures of the American 
Arbitration Association.  Arbitration shall be the exclusive 
remedy of any arbitrable dispute. Should any party to this 
Agreement pursue any arbitrable dispute by any method other 
than arbitration, the other party shall be entitled to 
recover from the party initiating the use of such method all 
damages, costs, expenses and attorneys' fees incurred as a 
result of the use of such method.  Notwithstanding anything 
herein to the contrary, nothing in this Agreement shall 
purport to waive or in any way limit the right of any party 
to seek to enforce any judgment or decision on an arbitrable 
dispute in a court of competent jurisdiction.

9.  Confidentiality.  

   The Executive acknowledges that in the course of his 
employment with the Company, he has acquired non-public 
privileged or confidential information and trade secrets 
concerning the operations, future plans and methods of doing 
business("Proprietary Information") of the Company, its 
subsidiaries and affiliates; and the Executive agrees that 
it would be extremely damaging to the Company, its 
subsidiaries and affiliates if such Proprietary Information 
were disclosed to a competitor of the Company, its 
subsidiaries and affiliates or to any other person or 
corporation.  The Executive understands and agrees that all 
Proprietary Information has been divulged to the Executive 
in confidence and further understands and agrees to keep all 
Proprietary Information secret and confidential (except for 
such information which is or becomes publicly available 
other than as a result of a breach by the Executive of this 
provision) without limitation in time.  In view of the 
nature of the Executive's employment and the Proprietary 
Information the Executive has acquired during the course of 
such employment, the Executive likewise agrees that the 
Company, its subsidiaries and affiliates would be 
irreparably harmed by any disclosure of Proprietary 
Information in violation of the terms of this paragraph and 
that the Company, its subsidiaries and affiliates shall 
therefore be entitled to preliminary and/or permanent 
injunctive relief prohibiting the Executive from engaging in 
any activity or threatened activity in violation of the 
terms of this paragraph and to any other relief available to 
them.  Inquiries regarding whether specific information 
constitutes Proprietary Information shall be directed to the 
Board provided, that the Company shall not unreasonably 
classify information as Proprietary Information.

10.  Non-Solicitation of Employees.  

   The Executive recognizes that he possesses and will 
possess confidential information about other employees of 
the Company, its subsidiaries and affiliates relating to 
their education, experience, skills, abilities, compensation 
and benefits, and inter-personal relationships with 
customers of the Company, its subsidiaries and affiliates.  
The Executive recognizes that the information he possesses 
and will possess about these other employees is not 
generally known, is of substantial value tothe Company, its 
subsidiaries and affiliates in developing their business and 
in securing and retaining customers, and has been and will 
be acquired by him because of his business position with the 
Company, its subsidiaries and affiliates.  The Executive 
agrees that, during the Employment Period and for a period 
of one (1) year thereafter, he will not, directly or 
indirectly, solicit or recruit any employee of the Company, 
its subsidiaries or affiliates for the purpose of being 
employed by him or by any competitor of the Company, its 
subsidiaries or affiliates on whose behalf he is acting as 
an agent, representative or employee and that he will not 
convey any such confidential information or trade secrets 
about other employees of the Company, its subsidiaries and 
affiliates to any other person; provided, however, that it 
shall not constitute a solicitation or recruitment of 
employment in violation of this paragraph to discuss 
employment opportunities with any employee of the Company, 
its subsidiaries or affiliates who has either first 
contacted the Executive or regarding whose employment the 
Executive has discussed with and received the written 
approval of the Chairman of the Board prior to making such 
solicitation or recruitment.  In view of the nature of the 
Executive's employment with the Company, the Executive 
likewise agrees that the Company, its subsidiaries and 
affiliates would be irreparably harmed by any solicitation 
or recruitment in violation of the terms of this paragraph 
and that the Company, its subsidiaries and affiliates shall 
therefore be entitled to preliminary and/or permanent 
injunctive relief prohibiting the Executive from engaging in 
any activity or threatened activity in violation of the 
terms of this paragraph and to any other relief available to 
them.
11. Legal Fees.

   The Company shall pay to the Executive all legal fees and 
expenses(including but not limited to fees and expenses in 
connection with any arbitration)incurred by the Executive in 
disputing in good faith any issue arising under this 
Agreement relating to the termination of the Executive's 
employment or in seeking in good faith to obtain or enforce 
any benefit or right provided by this Agreement, but in each 
case only to the extent the arbitrator or court determines 
that the Executive had a reasonable basis for such claim. 
12.  Successors.

   (a)  Assignment by Executive.  This Agreement is personal 
to the Executive and without the prior written consent of 
the Company shall not be assign-able by the Executive 
otherwise than by will or the laws of descent and 
distribution. This Agreement shall inure to the benefit of 
and be enforceable by the Executive's legal representatives.
   (b)  Successors and Assigns of Company.  This Agreement 
shall inure to the benefit of and be binding upon the 
Company, its successors and assigns.

   (c)  Assumption.  The Company shall require any successor 
(whether direct or indirect, by purchase, merger, 
consolidation or otherwise) to all or substantially all of 
the business and/or assets of the Company to assume 
expressly and agree to perform this Agreement in the same 
manner and to the same extent that the Company would be 
required to perform it if no such succession had taken 
place.  As used in this Agreement, "Company" shall mean the 
Company as hereinbefore defined and any successor to its 
businesses and/or assets as aforesaid that assumes and 
agrees to perform this Agreement by operation of law or 
otherwise.

13.  Miscellaneous.

   (a)  Governing Law.  This Agreement shall be governed by 
and construed in accordance with the laws of the State of 
California, without reference to its principles of conflict 
of laws.  The captions of this Agreement are not part of the 
provisions hereof and shall have no force or effect.  This 
Agreement may not be amended, modified, repealed, waived, 
extended or discharged except by an agreement in writing 
signed by the party against whom enforcement of such 
amendment, modification, repeal, waiver, extension or 
discharge is sought.  No person, other than pursuant to a 
resolution of the Board or a committee thereof, shall have 
authority on behalf of the Company to agree to amend, 
modify, repeal, waive, extend or discharge any provision of 
this Agreement or anything in reference thereto.

   (b)  Notices.  All notices and other communications 
hereunder shall be in writing and shall be given by hand 
delivery to the other party or by registered or certified 
mail, return receipt requested, postage prepaid, addressed, 
in either case, tothe Company's headquarters or to such 
other address as either party shall have furnished to the 
other in writing in accordance herewith.  Notices and 
communications shall be effective when actually received by 
the addressee.   (c)  Severability.  The invalidity or 
unenforceability of any provision of this Agreement shall 
not affect the validity or enforceability of any other 
provision of this Agreement.

   (d)  Taxes.  The Company may withhold from any amounts 
payable under this Agreement such federal, state or local 
taxes as shall be required to be withheld pursuant to any 
applicable law or regulation.

   (e)  No Waiver.  The Executive's or the Company's failure 
to insist upon strict compliance with any provision hereof 
or any other provision of this Agreement or the failure to 
assert any right the Executive or the Company may have 
hereunder, including, without limitation, the right of the 
Executive to terminate employment for Good Reason pursuant 
to Section 4 of this Agreement, or the right of the Company 
to terminate the Executive's employment for Cause pursuant 
to Section 4 of this Agreement, shall not be deemed to be a 
waiver of such provision or right or any other provision or 
right of this Agreement.

   (f)  Entire Agreement.  This instrument contains the 
entire agreement of the Executive, the Company or any 
predecessor or subsidiary thereof with respect to the 
subject matter hereof, and all promises, representations, 
understandings, arrangements and prior agreements are merged 
herein and superseded hereby including, but not limited to, 
that certain employment agreement dated September 18, 1996 
between the Executive and Enova.  Notwithstanding the 
foregoing, the provisions of any employee benefit or 
compensation plan, program or arrangement applicable to the 
Executive, including that certain Incentive Bonus Agreement, 
entered into between the Executive and Enova, shall remain 
in effect, except as expressly otherwise provided herein.   

IN WITNESS WHEREOF, the Executive and, pursuant to due 
authorization from its Board of Directors, the Company have 
caused this Agreement to be executed as of the day and year 
first above written.

MINERAL ENERGY COMPANY

__________________________
Kevin C. Sagara
President

__________________________
Stephen L. Baum

EXHIBIT A

GENERAL RELEASE

This GENERAL RELEASE (the "Agreement"), dated _______, is 
made by and between ___________________, a California 
corporation (the "Company") and _____________ ("you" or 
"your").

   WHEREAS, you and the Company have previously entered into 
that certain Employment Agreement dated _____________, 1996 
(the "Employment Agreement"); and

   WHEREAS, Section 5 of the Employment Agreement provides 
for the payment of severance benefits in the event of the 
termination of your employment under certain circumstances, 
subject to and conditioned upon your execution and non-
revocation of a general release of claims by you against the 
Company and its subsidiaries and affiliates.

   NOW, THEREFORE, in consideration of the premises and the 
mutual covenants herein contained, you and the Company 
hereby agree as follows:

   ONE:  Your signing of this Agreement confirms that your 
employment with the Company shall terminate at the close of 
business on ___________,or earlier upon our mutual 
agreement.

   TWO:  As a material inducement for the payment of 
benefits under Section 5 of that certain Employment 
Agreement between you and the Company, and except as 
otherwise provided in this Agreement, you and the Company 
hereby irrevocably and unconditionally release, acquit and 
forever discharge the other from any and all Claims either 
may have against the other.  For purposes of his Agreement 
and the preceding sentence, the words "Releasee" or 
"Releasees"
and "Claim" or "Claims," shall have the meanings set forth 
below:

   (a)The words "Releasee" or "Releasees" shall refer to the 
you and to the Company and each of the Company's owners, 
stockholders, predecessors, successors, assigns, agents, 
directors, officers, employees, representatives, attorneys, 
advisors, parent companies, divisions, subsidiaries, 
affiliates(and agents, directors, officers, employees, 
representatives, attorneys and advisors of such parent 
companies, divisions, subsidiaries and affiliates), and all 
persons acting by, through, under or in concert with any of 
them.

   (b)The words "Claim" or "Claims" shall refer to any 
charges, complaints, claims, liabilities, obligations, 
promises, agreements, controversies, damages, actions, 
causes of action, suits, rights, demands, costs, losses, 
debts and expenses (including attorneys' fees and costs 
actually incurred)of any nature whatsoever, known or 
unknown, suspected or unsuspected, which you or the Company 
now, in the past or, except as limited by law or regulation 
such as the Age Discrimination in Employment Act (ADEA), in 
the future may have, own or hold against any of the 
Releasees; provided, however, that the word "Claim" or 
"Claims" shall not refer to any charges, complaints, claims, 
liabilities, obligations, promises, agreements, 
controversies, damages, actions, causes of action, suits, 
rights, demands, costs, losses, debts and expenses 
(including attorneys' fees and costs actually incurred) 
arising under [identify severance, employee benefits, stock 
option and other agreements containing duties, rights 
obligations etc. of either party that are to remain 
operative].  Claims released pursuant to this Agreement by 
you and the Company include, but are not limited to, rights 
arising out of alleged violations of any contracts, express 
or implied, any tort, any claim that you failed to perform 
or negligently performed or breached your duties during 
employment at the Company, any legal restrictions on the 
Company's right to terminate employees or any federal, state 
or other governmental statute, regulation, or ordinance, 
including, without limitation: (1) Title VII of the Civil 
Rights Act of l964 (race, color, religion, sex and national 
origin discrimination); (2) 42 U.S.C Sec 1981 
(discrimination); (3) 29 U.S.C. Sec 621-634(age 
discrimination); (4) 29 U.S.C. Sec 206(d)(l) (equal pay); 
(5) 42 U.S.C. Sec 12101, et seq. (disability); (6) the 
California Constitution, Article I, Section 
8(discrimination); (7) the California Fair Employment and 
Housing Act (discrimination, including race, color, national 
origin, ancestry, physical handicap, medical condition, 
marital status, religion, sex or age); (8) California Labor 
Code Section 1102.1 (sexual orientation discrimination); (9) 
Executive Order 11246(race, color, religion, sex and 
national origin discrimination); (10) Executive Order 11141 
(age discrimination); (11) Sec 503 and 504 of the 
Rehabilitation Act of 1973 (handicap discrimination); (12) 
The Worker Adjustment and Retraining Act (WARN Act); (13) 
the California Labor Code (wages, hours, working conditions, 
benefits and other matters); (14) the Fair Labor Standards 
Act (wages, hours, working conditions and other matters); 
the Federal Employee Polygraph Protection Act (prohibits 
employer from requiring employee to take polygraph test as 
condition of employment); and (15) any federal, state or 
other governmental statute, regulation or ordinance which is 
similar to any of the statutes de-scribed in clauses (1) 
through (14).

   THREE:  You and the Company expressly waive and 
relinquish all rights and benefits afforded by any statute 
(including but not limited to Section 1542 of the Civil Code 
of the State of California) which limits the effect of are 
lease with respect to unknown claims.  You and the Company 
do so under-standing and acknowledging the significance of 
the release of unknown claims and the waiver of statutory 
protection against a release of unknown claims(including but 
not limited to Section 1542).  Section 1542 of the Civil 
Code of the State of California states as follows:

 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT 
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM 
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE 
DEBTOR."

Thus, notwithstanding the provisions of Section 1542 or of 
any similar statute, and for the purpose of implementing a 
full and complete release and discharge of the Releasees, 
you and the Company expressly acknowledge that this 
Agreement is intended to include in its effect, without 
limitation, all Claims which are known and all Claims which 
you or the Company do not know or suspect to exist in your 
or the Company's favor at the time of execution of this 
Agreement and that this Agreement contemplates the 
extinguishment of all such Claims.

   FOUR:  The parties acknowledge that they might hereafter 
discover facts different from, or in addition to, those they 
now know or believe to be rue with respect to a Claim or 
Claims released herein, and they expressly agree to assume 
the risk of possible discovery of additional or different 
facts, and agree that this Agreement shall be and remain 
effective, in all respects, regardless of such additional or 
different discovered facts.

   FIVE:  You hereby represent and acknowledge that you have 
not filed any Claim of any kind against the Company or 
others released in this Agreement.  You further hereby 
expressly agree never to initiate against the Company or 
others released in this Agreement any administrative 
proceeding, lawsuit or any other legal or equitable 
proceeding of any kind asserting any Claims that are 
released in this Agreement.  

   The Company hereby represents and acknowledges that it 
has not filed any Claim of any kind against you or others 
released in this Agreement. The Company further hereby 
expressly agrees never to initiate against you or others 
released in this Agreement any administrative proceeding, 
lawsuit or any other legal or equitable proceeding of any 
kind asserting any Claims that are released in this 
Agreement.  

   SIX:  You hereby represent and agree that you have not 
assigned or transferred, or attempted to have assigned or 
transfer, to any person or entity, any of the Claims that 
you are releasing in this Agreement.

   The Company hereby represents and agrees that it has not 
assigned or transferred, or attempted to have assigned or 
transfer, to any person or entity, any of the Claims that it 
is releasing in this Agreement.

   SEVEN:  As a further material inducement to the Company 
to enter into this Agreement, you hereby agree to indemnify 
and hold each of the Releasees harmless from all loss, 
costs, damages, or expenses, including without limitation, 
attorneys' fees incurred by Releasees, arising out of any 
breach of this Agreement by you or the fact that any 
representation made in this Agreement by you was false when 
made.  

   EIGHT:  You and the Company represent and acknowledge 
that, in executing this Agreement, neither is relying upon 
any representation or statement not set forth in this 
Agreement or the Severance Agreement.

   NINE:   (a)This Agreement shall not in any way be 
construed as an admission by the Company that it has acted 
wrongfully with respect to you or any other person, or that 
you have any rights whatsoever against the Company, and the 
Company specifically disclaims any liability to or wrongful 
acts against you or any other person, on the part of itself, 
its employees or its agents.  This Agreement shall not in 
any way be construed as an admission by you that you have 
acted wrongfully with respect to the Company, or that you 
failed to perform your duties or negligently performed or 
breached your duties, or that the Company had good cause to 
terminate your employment.   (b)If you are a party or are 
threatened to be made a party to any proceeding by reason of 
the fact that you were an officer [or director] of the 
Company, the Company shall indemnify you against any 
expenses(including reasonable attorney fees provided that 
counsel has been approved by the Company prior to 
retention), judgments, fines, settlements, and other amounts 
actually or reasonably incurred by you in connection with 
that proceeding, provided that you acted in good faith and 
in a manner you reasonably believed to be in the best 
interest of the Company.  The limitations of California 
Corporations Code Section 317 shall apply to this assurance 
of indemnification.    (c) You agree to cooperate with the 
Company and its designated attorneys, representatives and 
agents in connection with any actual or threatened judicial, 
administrative or other legal or equitable proceeding in 
which the Company is or may be become involved.  Upon 
reasonable notice, you agree to meet with and provide to the 
Company or its designated attorneys, representatives or 
agents all information and knowledge you have relating to 
the subject matter of any such proceeding.

   TEN:  This Agreement is made and entered into in 
California. This Agreement shall in all respects be 
interpreted, enforced and governed by and under the laws of 
the State of California.  Any dispute about the validity, 
interpretation, effect or alleged violation of this 
Agreement (an "arbitrable dispute") must be submitted to 
arbitration in [Los Angeles][San Diego], California.  
Arbitration shall take place before an experienced 
employment arbitrator licensed to practice law in such state 
and selected in accordance with the Model Employment 
Arbitration Procedures of the American Arbitration 
Association. Arbitration shall be the exclusive remedy for 
any arbitrable dispute.  The arbitrator in any arbitrable 
dispute shall not have authority to modify or change the 
Agreement in any respect.  You and the Company shall each be 
responsible for payment of one-half the amount of the 
arbitrator's fee(s).  Should any party to this Agreement 
institute any legal action or administrative proceeding 
against the other with respect to any Claim waived by this 
Agreement or pursue any arbitrable dispute by any method 
other than arbitration, the prevailing party shall be 
entitled to recover from the initiating party all damages, 
costs, expenses and attorneys' fees incurred as a result of 
that action. The arbitrator's decision and/or award will be 
fully enforceable and subject to an entry of judgment by the 
Superior Court of the State of California for the County of 
[Los Angeles][San Diego].

   ELEVEN:  Both you and the Company understand that this 
Agreement is final and binding eight days after its 
execution and return.  Should you nevertheless attempt to 
challenge the enforceability of this Agreement as provided 
in Paragraph TEN or, in violation of that Paragraph, through 
litigation, as a further limitation on any right to make 
such a challenge, you shall initially tender to the Company, 
by certified check delivered to the Company, all monies 
received pursuant to Section 5 of the Employment Agreement, 
plus interest, and invite the Company to retain such monies 
and agree with you to cancel this Agreement and void the 
Company's obligations under Section 5 of the Employment 
Agreement.  In the event the Company accepts this offer, the 
Company shall retain such monies and this Agreement shall be 
canceled and the Company shall have no obligation under 
Section 5 of the Employment Agreement.  In the event the 
Company does not accept such offer, the Company shall so 
notify you, and shall place such monies in an interest-
bearing escrow account pending resolution of the dispute 
between you and the Company as to whether or not this 
Agreement and the Company's obligations under Section 5 of 
the Employment Agreement shall be set aside and/or otherwise 
rendered voidable or unenforceable.  Additionally, any 
consulting agreement then in effect between you and The 
Company shall be immediately rescinded with no requirement 
of notice.
   TWELVE:  Any notices required to be given under this 
Agreement shall be delivered either personally or by first 
class United States mail, postage prepaid, addressed to the 
respective parties as follows:

To Company:   [TO COME]

    Attn:  [TO COME]

To You:  
___________________
___________________
___________________

   THIRTEEN:  You understand and acknowledge that you have 
been given a period of 45 days to review and consider this 
Agreement (as well as statistical data on the persons 
eligible for similar benefits) before signing it and may use 
as much of this 45-day period as you wish prior to signing.  
You are encouraged, at your personal expense, to consult 
with an attorney before signing this Agreement.  You 
understand and acknowledge that whether or not you do so is 
your decision.  You may revoke this Agreement within seven 
days of signing it.  If you wish to revoke, the Company's 
Vice President, Human Resources must receive written notice 
from you no later than the close of business on the seventh 
day after you have signed the Agreement.  If revoked, this 
Agreement shall not be effective and enforceable and you 
will not receive payments or benefits under Section 5 of the 
Employment Agreement.

   FOURTEEN:  This Agreement constitutes the entire 
Agreement of the parties hereto and supersedes any and all 
other Agreements (except the Employment Agreement) with 
respect to the subject matter of this Agreement, whether 
written or oral, between you and the Company.  All 
modifications and amendments to this Agreement must be in 
writing and signed by the parties. 

   FIFTEEN:  Each party agrees, without further 
consideration, to sign or cause to be signed, and to deliver 
to the other party, any other documents and to take any 
other action as may be necessary to fulfill the obligations 
under this Agreement.  

   SIXTEEN:  If any provision of this Agreement or the 
application thereof is held invalid, the invalidity shall 
not affect other provisions or applications of the Agreement 
which can be given effect without the invalid provisions or 
application; and to this end the provisions of this 
Agreement are declared to be severable.

   SEVENTEEN:  This Agreement may be executed in 
counterparts.

I have read the foregoing General Release and I accept and 
agree to the provisions it contains and hereby execute it 
voluntarily and with full under-standing of its 
consequences.  I am aware it includes a release of all known 
or unknown claims.

DATED:____________________  
                           _____________________________ 
DATED:____________________  

                            _____________________________
   You acknowledge that you first received this Agreement on 
[date].

                                      
___________________________ 

Basic Info X:

Name: EMPLOYMENT AGREEMENT
Type: Employment Agreement
Date: Oct. 16, 1996
Company: ENOVA CORP
State: California

Other info:

Date:

  • 12th day of October , 1996
  • October 12 , 1996
  • September 1 , 2000
  • thirty 30
  • September 18 , 1996

Organization:

  • Mineral Energy Company
  • Enova , Inc.
  • c Mandatory Retirement
  • Powers of Executive
  • b Incentive Compensation
  • Incentive Compensation Plans
  • Company for Cause
  • Notice of Termination for Cause
  • g Date of Termination
  • Company Upon Termination
  • Executive 's Annual Base Salary
  • San Diego Gas & Electric Company Pension Plan
  • Split Dollar Life Insurance Agreement
  • Incentive Compensation Awards
  • vi Continuation of Welfare Benefits
  • Internal Revenue Service
  • Proprietary Information the Executive
  • Board of Directors
  • Civil Code of the State of California
  • Model Employment Arbitration Procedures of the American Arbitration Association
  • the Superior Court of the State of California

Location:

  • Southern California
  • Los Angeles
  • San Diego
  • United States

Money:

  • $ 645,000

Person:

  • Kevin C. Sagara
  • Stephen L. Baum

Percent:

  • twenty percent
  • 20 %
  • sixty percent
  • 60 %