C. Gibbs ("Gibbs"), Kevin Gates ("Gates") (Carroll, Carroll Group and the Trusts

 EXHIBIT 10

                 AGREEMENT FOR EXCHANGE OF STOCK

    This Agreement for Exchange of Stock (this "Agreement"), dated as of
June 29, 1995, among ENSERCH Corporation, a Texas corporation ("ENSERCH"),
Jonathan P. Carroll ("Carroll"), Carroll Group, Inc., a California corporation
("Carroll Group"), the Jonathan Pitts Carroll 1995 Grantor Annuity Trust, the
Gina Leanne Carroll 1995 Grantor Annuity Trust, the Jonathan and Gina Carroll
1995 Family Trust (the three preceding trusts are, collectively, the "Trusts"),
Apollo Investment Fund, L.P., a Delaware limited partnership ("Apollo"), Savant
Enterprises Partners, L.P., a Delaware limited partnership ("Savant"), Michael
C. Gibbs ("Gibbs"), Kevin Gates ("Gates") (Carroll, Carroll Group and the Trusts
are, collectively, the "Management Stockholders") (Apollo, Savant, Gibbs and
Gates are, collectively, the "Nonmanagement Stockholders") (the Management
Stockholders and the Nonmanagement Stockholders are, collectively, the
"Stockholders") and DGS Holdings Corp., a Delaware corporation (the "Company"),

                       W I T N E S S E T H:

    WHEREAS, the Stockholders collectively hold all of the issued and
outstanding shares of capital stock (the "Stock") and warrants to purchase 
shares of capital stock of the Company and desire to exchange the Stock for 
stock of ENSERCH as set forth herein;

    NOW, THEREFORE, in consideration of the mutual representations, warranties
and covenants herein contained, and on the terms and subject to the conditions
herein set forth, the parties hereto hereby agree as follows:

                            ARTICLE I.

                           Definitions

    Section 1.01. Definitions.  As used in this Agreement, the following terms
shall have the meanings set forth below:

    (a)  "Affiliate" shall mean a family member of, or a person that directly
or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with, the person in question.

    (b)  "best knowledge", "have no knowledge of", or "do not know of" and
similar phrases shall mean (i) with respect to the Management Stockholders or 
the Company (A) in the case of a natural person, the particular fact was known, 
or not known, as the context requires, to such person after due inquiry by such
person, (B) in the case of an entity other than the Trusts, the particular fact
was known, or not known, as the context requires, to any employee of such entity
with management responsibilities of such entity after due inquiry by the
principal executive officer of such entity and (C) in the case of a Trust, the
particular fact was known, or not known, as the context requires, to Carroll
after due inquiry by him; and (ii) with respect to the Nonmanagement Stock-
holders (A) in the case of a natural person, the particular fact was known, or 
not known, as the context requires, to such person and (B) in the case of an 
entity, the particular fact was known, or not known, as the context requires, to
any employee of such entity with management responsibilities of such entity.

    (c)  "Carroll Transfer" shall mean a transfer of 400 shares of the Common
Stock of Carroll Group by Jonathan Carroll in the aggregate to the Jonathan 
Pitts Carroll 1995 Grantor Annuity Trust, the Gina Leanne Carroll 1995 Grantor 
Annuity Trust and the Jonathan and Gina Carroll 1995 Family Trust.

    (d)  "Cash Compensation" shall have the meaning set forth in
Section 9.06(a).

    (e)  "Closing" shall mean the closing of the transactions contemplated by
this Agreement, which shall occur at 10:00 a.m., local time, on the Closing Date
in the offices of Jackson & Walker, L.L.P., 901 Main Street, Suite 6000, Dallas,
Texas 75202, or at such other time and place as shall be mutually agreed in
writing by the parties hereto.

    (f)  "Closing Date" shall mean five days following the date on which all
of the conditions set forth in Articles VII and VIII are satisfied or waived or
such other date as may be mutually agreed in writing by the parties hereto. 

    (g)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

    (h)  "Commitments" shall have the meaning set forth in Section 9.10(a).

    (i)  "Common Stock" shall have the meaning set forth in Section 3.03.

    (j)  "Compensation Plans" shall have the meaning set forth in
Section 9.06(b).

    (k)  "Confidential Information" shall have the meaning set forth in
Section 5.16.

    (l)  "Confidentiality Agreement" shall have the meaning set forth in
Section 6.03.

    (m)  "Controlled Group" shall have the meaning set forth in
Section 9.07(g).

    (n)  "Damages" shall have the meaning set forth in Section 12.01.

    (o)  "Due Diligence Completion Notice" shall have the meaning set forth
in Article IX.

    (p)  "Due Diligence Conditions" shall have the meaning set forth in
Article IX.

    (q)  "Earnings Release" shall have the meaning set forth in Section 5.14.

    (r)  "Employee Benefit Plans" shall have the meaning set forth in
Section 9.07(a).

    (s)  "Employee Policies and Procedures" shall have the meaning set forth
in Section 9.06(d).

    (t)  "Employment Agreements" shall have the meaning set forth in
Section 9.06(c).

    (u)  "ENSERCH Common Stock" shall mean common stock, par value $4.45 per
share, of ENSERCH.

    (v)  "ENSERCH Shares" shall mean the shares of ENSERCH Common Stock issued
to the Stockholders pursuant to Section 2.01.

    (w)  "Environmental Laws" shall have the meaning set forth in
Section 9.30(a).

    (x)  "ERISA" shall have the meaning set forth in Section 9.07(a).

    (y)  "Financial Statements" shall have the meaning set forth in
Section 9.04.

    (z)  "Fixed Assets" shall have the meaning set forth in Section 9.20.

    (aa) "HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended, and the rules and regulations promulgated thereunder.

    (bb) "Key Employees" shall mean each of Carroll and Larry Horan.

    (cc) "ordinary course of business" means the usual and customary way in
which the Company or any Subsidiary, as the case may be, has conducted its
business in the past.

    (dd) "Personal Property" shall have the meaning set forth in
Section 9.09(b).

    (ee) "Preferred Stock" shall have the meaning set forth in Section 3.03.

    (ff) "Proprietary Rights" shall have the meaning set forth in
Section 9.13(a).

    (gg) "Real Property" shall have the meaning set forth in Section 9.09(a).

    (hh) "Redemption" shall have the meaning set forth in Section 7.11.

    (ii) "Registration Rights Agreement" shall have the meaning set forth in
Section 10.02(h).

    (jj) "Securities Act" shall have the meaning set forth in Section 3.06.

    (kk) "Stock" shall mean all of the outstanding shares of capital stock of
the Company other than the 40,000 issued and outstanding shares of Preferred
Stock.

    (ll) "Stockholders' Agreement" shall mean the Shareholders Agreement dated
as of February 22, 1991, among the Company and its stockholders.

    (mm) "Subsidiary" shall mean any corporation, limited liability company,
partnership, joint venture or other legal entity of which the Company owns,
directly or indirectly, at least 50% of the stock or other equity interests the
holders of which are generally entitled to vote for the election of the board of
directors or other governing body of such corporation or other legal entity; and
shall include within the meaning of the term each Subsidiary, as defined above,
of any Subsidiary of the Company.  The term "Subsidiary" shall not include any
entity, or any interest in any entity, that is disposed of pursuant to Section
7.12 prior to the Closing.

    (nn) "Warrants" shall mean the 49,303 warrants to purchase Common Stock
owned by Savant.

                           ARTICLE II.

                           The Exchange

    Section 2.01. Exchange of Shares.  Subject to and upon the terms and
conditions contained herein, at the Closing, all the issued and outstanding
shares of Common Stock, which will constitute all of the capital stock of the
Company at the Closing, will be exchanged for 1,204,098 shares of ENSERCH Common
Stock.  Each Stockholder will receive that number of shares of ENSERCH Common
Stock set forth on Exhibit 2.01.

    In case ENSERCH shall at any time after the date of this Agreement and
prior to the Closing (i) declare a dividend on ENSERCH Common Stock payable in
shares of ENSERCH Common Stock, (ii) subdivide the outstanding ENSERCH Common
Stock into a greater number of shares, (iii) combine the outstanding ENSERCH
Common Stock into a lesser number of shares or (iv) issue any shares of its
capital stock in a reclassification of the ENSERCH Common Stock (including any
such reclassification in connection with a consolidation or merger), the number
of shares of ENSERCH Common Stock to be issued to the Stockholders pursuant to
the preceding paragraph shall be proportionately adjusted so that the
Stockholders would be entitled to receive at the Closing the aggregate number 
and kind of shares of ENSERCH capital stock that they would have held on the 
actual Closing Date if the Closing had occurred on the date of this Agreement.

    Section 2.02. Characterization of Exchange.  The Stockholders and ENSERCH
agree that the exchange contemplated by this Agreement is intended to qualify as
the first step in a tax free reorganization within the meaning of Section
368(a)(1)(C) with respect to the transfer of the Stock held by Carroll Group.

                           ARTICLE III.
                  Representations and Warranties
               of the Company and the Stockholders

    The Management Stockholders, as to themselves and the Company, and the
Company represent and warrant that the following representations and warranties
are true and correct as of the date hereof and shall be true and correct through
the Closing Date as if made on that date.  The Nonmanagement Stockholders, as to
themselves severally, represent and warrant that (i) with regard to Sections
3.01, 3.05(b), 3.06, 3.07, 3.08 and 3.12, the representations and warranties 
made by each of the Nonmanagement Stockholders therein are true and correct as 
of the date hereof and shall be true and correct through the Closing Date as if 
made on that date and (ii) with regard to Sections 3.02, 3.03, 3.04, 3.05(a), 
3.09, 3.10 and 3.11, to their knowledge, the representations and warranties 
contained therein are true and correct as of the date hereof and shall be true 
and correct through the Closing Date as if made on that date.  The Trusts, Gibbs
and Gates, as to themselves severally, represent and warrant that the 
representations and warranties made by each of them in Section 3.13 are true and
correct as of the date hereof and shall be true and correct through the Closing 
Date as if made on that date.

    Section 3.01.  Ownership of the Stock.  Each Stockholder severally
represents and warrants that, on the date of this Agreement, it owns,
beneficially and of record, except as noted on Exhibit 3.01(a), title to the
issued and outstanding shares of Common Stock and the issued and outstanding
shares of Preferred Stock attributed to it on Exhibit 3.01(a) (assuming that the
exercise of the Warrants has not taken place), free and clear of all security
interests, liens, adverse claims, encumbrances, equities, proxies, options or
stockholders' agreements, except the Stockholders' Agreement.  Savant represents
and warrants that, on the date of this Agreement, Savant owns the Warrants free
and clear of all security interests, liens, adverse claims, encumbrances,
equities, proxies, options or stockholders' agreements, except the Stockholders'
Agreement.  Each Stockholder severally represents and warrants that, at the
Closing, it shall convey to ENSERCH title to the number of shares of Common 
Stock attributed to it on Exhibit 3.01(b) (assuming the previous exercise of 
the Warrants), free and clear of any security interests, liens, adverse claims,
encumbrances, equities, proxies, options, stockholders' agreements or restric-
tions.  Each Stockholder severally represents and warrants that, except for this
Agreement, the Warrants, the Preferred Stock and the Stockholders' Agreement, it
is not a party to or bound by, nor does it have any knowledge of, any agreement,
instrument, arrangement, contract, obligation, commitment or understanding of 
any character, whether written or oral, express or implied, relating to the 
sale, assignment, encumbrance, conveyance, transfer or delivery of any capital 
stock of the Company.

    Section 3.02.  Organization and Good Standing; Qualification; Permits. The
Company and each of the Subsidiaries is a corporation duly organized, validly
existing and in good standing under the laws of its state of incorporation, with
all requisite corporate power and authority to carry on the business in which it
is engaged, to own the properties it owns, to execute and deliver this Agreement
and to consummate the transactions contemplated hereby.  The Company and each of
the Subsidiaries is duly qualified and licensed to do business and is in good
standing in all jurisdictions where the nature of its business or any state or
local governmental authorities' requirement makes such qualification necessary,
which jurisdictions are listed on Exhibit 3.02, except where the failure to be
qualified or licensed would not have a material adverse effect on the business
of the Company.  The Company and the Subsidiaries do not have any assets,
employees or offices in any state other than the states listed on Exhibit 3.02. 
The Company and each of the Subsidiaries has obtained or duly applied for all
material licenses, permits and certificates from government agencies and
authorities that are necessary to the conduct of its business or required by any
state or local authority as a result of the Company's or the Subsidiary's
business, and the consummation of the transactions contemplated hereby will not
result in the loss or impairment of, or any default under, any such license,
permit or certificate.  DGS/IESCO Inc. does not own any assets and does not
conduct any business.

    Section 3.03.  Capitalization.  On the date of this Agreement, the
authorized capital stock of the Company consists of (i) 200,000 shares of common
stock, par value $.01 per share (the "Common Stock"), of which 91,572.36 shares
are issued and outstanding, and (ii) 45,000 shares of preferred stock, par value
$.01 per share (the "Preferred Stock"), of which 40,000 shares have been
designated Series A 12% Cumulative Redeemable Preferred Stock and are issued and
outstanding.  On the date of this Agreement, 8,427.64 shares of Common Stock and
no shares of Preferred Stock are held in the treasury of the Company.  At the
Closing, the authorized capital stock of the Company will consist of (i) 200,000
shares of Common Stock, of which the number of shares set forth on Exhibit
3.01(b) will be issued and outstanding, and (ii) 45,000 shares of Preferred
Stock, of which no shares will be issued and outstanding.  At the Closing, no
shares of Common Stock or Preferred Stock will be held in the treasury of the
Company.  All of the issued and outstanding shares of capital stock of the
Company are duly authorized, validly issued, fully paid and nonassessable. 
Except for the Warrants, on the date of this Agreement, there exist no options,
warrants, subscriptions or other rights to purchase, or securities convertible
into or exchangeable for, the capital stock of the Company.  At the Closing, no
options, warrants, subscriptions or other rights to purchase, or securities
convertible into or exchangeable for, the capital stock of the Company will
exist.  Except for this Agreement, the Stockholders' Agreement, the Warrants and
the redemption of the Preferred Stock, the Company is not a party to or bound 
by, nor does it have any knowledge of, any agreement, instrument, arrangement,
contract, obligation, commitment or understanding of any character, whether
written or oral, express or implied, relating to the sale, assignment,
encumbrance, conveyance, transfer or delivery of any capital stock of the
Company.  No shares of capital stock of the Company have been issued or disposed
of in violation of the preemptive rights of any of the Company's stockholders. 
All accrued dividends on the capital stock of the Company, whether or not
declared, have been paid in full, except for $18,666.62 in accrued dividends on
the Preferred Stock as of June 29, 1995, plus dividends accruing on such
Preferred Stock after June 29, 1995, at a rate of $1,333.33 per day until the
Preferred Stock is redeemed in accordance with Section 7.11.

    Section 3.04.  Corporate Records.  The copies of the Certificate of
Incorporation and all amendments thereto and the Bylaws of the Company and the
Subsidiaries that ENSERCH has been afforded an opportunity to inspect, are true,
correct and complete copies thereof, as in effect on the date hereof.  The 
minute books of the Company and the Subsidiaries, copies of which ENSERCH has 
had an opportunity to inspect, contain accurate minutes of all meetings of, and 
accurate consents to all actions taken without meetings by, the Board of 
Directors (and any committees thereof) and the stockholders of the Company and 
the Subsidiaries since the formation of the Company and the Subsidiaries.  
Copies of all the documents referred to in this Section 3.04 will be delivered 
to ENSERCH at the Closing.

    Section 3.05.  Authorization and Validity.  

         (a)  The execution, delivery and performance by the Company of this
    Agreement and the other agreements contemplated hereby, and the
    consummation of the transactions contemplated hereby and thereby, have
    been duly authorized by the Company.  This Agreement has been duly
    executed and delivered by the Company and constitutes a legal, valid and
    binding obligation of the Company, enforceable against the Company in
    accordance with its terms, except as may be limited by applicable
    bankruptcy, insolvency or similar laws affecting creditors' rights
    generally or the availability of equitable remedies.  The agreements
    contemplated hereby will be as of the Closing Date duly executed and
    delivered by the Company and will constitute legal, valid and binding
    obligations of the Company, enforceable against the Company in accordance
    with their respective terms, except as may be limited by applicable
    bankruptcy, insolvency or similar laws affecting creditors' rights
    generally or the availability of equitable remedies.  The transfer of the
    Stock by the Stockholders to ENSERCH as contemplated herein will not
    impair the ability or authority of the Company to carry on its business as
    now conducted in any respect.

         (b)  Each Stockholder severally represents and warrants that its
    execution, delivery and performance of this Agreement and the other
    agreements contemplated hereby, and the consummation of the transactions
    contemplated hereby and thereby, has been duly authorized by it.  Each
    Stockholder severally represents and warrants that this Agreement has been
    duly executed and delivered by it or him and constitutes a legal, valid
    and binding obligation of that Stockholder, enforceable against the
    Stockholder in accordance with its terms, except as may be limited by
    applicable bankruptcy, insolvency or similar laws affecting creditors'
    rights generally or the availability of equitable remedies.  Each
    Stockholder severally represents and warrants that the agreements
    contemplated hereby will be as of the Closing Date duly executed and
    delivered by it or him and will constitute legal, valid and binding
    obligations of that Stockholder, enforceable against the Stockholder in
    accordance with their respective terms, except as may be limited by
    applicable bankruptcy, insolvency or similar laws affecting creditors'
    rights generally or the availability of equitable remedies.

    Section 3.06.  Registration.  Each Stockholder understands and agrees that
it or he must bear the economic risk of the acquisition of the ENSERCH Shares to
be acquired by it or him for an indefinite period of time because the resale by
that Stockholder of the ENSERCH Shares received by it or him has not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or any state securities laws and the ENSERCH Shares are instead being offered 
and sold in reliance on an exemption from such registration; except that the 
parties to this Agreement intend that the ENSERCH Shares be registered pursuant 
to the Registration Rights Agreement and that the ENSERCH Shares so registered 
may be immediately sold after the completion of such registration.

    Section 3.07.  Acquisition for Account.  Each Stockholder severally
represents and warrants that all of the ENSERCH Shares acquired by it or him are
being acquired solely for its or his own account, for investment, and not with
a view to, or resale in connection with, any distribution, subdivision or
fractionalization thereof in violation of the Securities Act, and such
Stockholder has no present plans to enter into an contract, undertaking,
agreement or arrangement with respect to any resale of the ENSERCH Shares; 
except that the parties to this Agreement intend that the offer and sale of the 
ENSERCH Shares be registered pursuant to the Registration Rights Agreement and 
that the offering and sale of the ENSERCH Shares so registered may be effected 
immediately after the completion of such registration.

    Section 3.08. Accredited Investor.  Each of Carroll Group, Carroll, Savant
and Apollo severally represents that it or he is an "Accredited Investor" within
the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.

    Section 3.09. Damages Related to Oil and Gas Interests.  Neither the
Company nor any Subsidiary is subject to any Damages with regard to a working
interest in an oil or gas property owned by the Company or any Subsidiary,
whether such working interest is owned directly or indirectly (through a limited
or general partnership or otherwise), except for liabilities disclosed in the
Financial Statements or customary operating expenses charged by the operator
pursuant to a joint operating agreement.

    Section 3.10.  Taxes.

         (a)  Filing of Tax Returns.  Except as set forth on Exhibit
    9.15(c), the Company and each Subsidiary have duly and timely filed or
    shall duly and timely file (in accordance with any extensions duly granted
    by the appropriate governmental agency, if applicable) with the
    appropriate governmental agencies all returns (including information
    returns) and reports, including all schedules or attachments thereto,
    required by the United States or any state or any political subdivision
    thereof or any foreign jurisdiction to be filed on or before the Closing
    Date by the Company and each Subsidiary in connection with any tax ("Tax
    Returns").  Except as set forth on Exhibit 9.15(c), all such Tax Returns
    are, or shall be, complete and accurate and properly reflect the taxes of
    the Company and each Subsidiary for the periods covered hereby.  

         (b)  Payment of Taxes.  Except as set forth on Exhibit 9.15(c), the
    Company and each Subsidiary have paid or accrued all taxes that have
    become due with respect to any Tax Returns that they have filed or are
    required to have filed with respect of its business activities through the
    Closing Date.

         (c)  No Pending Deficiencies, Delinquencies, Assessments or Audits. 
    Except as set forth on Exhibit 9.15(c), no tax deficiency or delinquency
    has been asserted against the Company or any Subsidiary; there is no
    unpaid assessment, proposal for additional taxes, deficiency or
    delinquency in the payment of any of the taxes of the Company or any
    Subsidiary that, to the knowledge of the Company, any Subsidiary or the
    Stockholders, could be asserted by any tax authority; there is no tax
    authority audit of the Company or any Subsidiary pending and the results
    of any completed audits are properly reflected in the Financial
    Statements; and there are no pending claims for refund of taxes filed by
    the Company or any Subsidiary.

         (d)  Tax Liens.  There are no liens for taxes upon any assets of
    the Company or any Subsidiary other than statutory liens for taxes not yet
    delinquent.

         (e)  All Withholding Requirements Satisfied.  All monies required
    to be withheld by the Company and each Subsidiary and paid to governmental
    agencies for all taxes (including any amounts required to be withheld
    pursuant to Sections 1441 through 1446 of the Code) have been (i)
    collected or withheld and either paid to the respective governmental
    agencies or set aside in accounts for such purpose or (ii) properly
    reflected in the Financial Statements.

         (f)  Request for Rulings.  There are no outstanding requests for
    rulings with any tax or revenue authority that would have a material
    adverse effect on the operations of the Company and its Subsidiaries.

         (g)  Partnerships.  Except as set forth on Exhibit 9.15(g), neither
    the Company nor any Subsidiary owns any interest in any entity that is
    characterized as a partnership under the Code.

         (g)  Accrued Taxes.  The Financial Statements reflect all tax
    liabilities of the Company and the Subsidiaries, accrued, contingent or
    otherwise (known or unknown and asserted or unasserted), arising prior to
    the date of this Agreement.

    Section 3.11.  Subsidiaries.  The Company does not own, directly or
indirectly, any of the capital stock of any other corporation or any equity,
profit sharing, participation or other interest in any corporation, partnership,
joint venture or other entity, except the Subsidiaries and other entities listed
on Exhibit 9.01.  The authorized and issued capital stock of each Subsidiary is
set forth on Exhibit 9.01.  All of the issued and outstanding shares of capital
stock of each Subsidiary are duly authorized, validly issued, fully paid and
nonassessable and are owned by the Company free and clear of all security
interests, liens, adverse claims, encumbrances, equities, proxies, options or
stockholders' agreements.  Except as set forth on Exhibit 9.01, there are in
existence no options, warrants or similar rights granted by any Subsidiary, or
any agreements to which any Subsidiary is a party, for the issuance or sale by
it of any securities except to the Company.

    Section 3.12.  Pooling of Interests.  Each Stockholder severally represents
and warrants that it or he has not made changes in its or his Stock equity
interest in contemplation of the transactions contemplated by this Agreement
other than as a result of the exercise of the Warrants by Savant, the Carroll
Transfer or the Redemption.

    Section 3.13.  The Trusts, Gibbs and Gates Investment Representations. 
Each of Gibbs, Gates and each of the Trusts has received a copy of the ENSERCH
Annual Report on Form 10-K for the fiscal year ended December 31, 1994, and all
other documents filed subsequent to December 31, 1994, under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 
(including without limitation, its Form 10-Q for the quarter ended March 31, 
1995, and its Proxy Statement for its annual Shareholders meeting dated 
March 24, 1995), each in the form (excluding exhibits) filed with the SEC 
(collectively the "Reports"). Each of Gibbs, Gates and each of the Trusts 
acknowledges it has received and reviewed this Agreement and the Reports 
and other documents referred to herein and has been given the opportunity 
to obtain any additional information or documents and to ask questions 
and receive answers about such documents.  Each of Gibbs, Gates and 
each of the Trusts has carefully reviewed and fully understands 
the nature and risks of, and other considerations relating to, the
issuance of the ENSERCH Shares pursuant to this Agreement.  Each of 
Gibbs, Gates and each of the Trusts has received only the Reports and 
the documents attached as exhibits hereto and the other documents that 
ENSERCH may have provided at the specific request of any of Gibbs, Gates 
or any of the Trusts, and has received no other literature from ENSERCH.  
Each of Gibbs, Gates and each of the Trusts acknowledges that, except as 
set forth in this Agreement and the exhibits hereto, no representations or 
warranties have been made to such Stockholder by ENSERCH or by any person 
acting on behalf of ENSERCH with respect to the business or financial 
condition of ENSERCH.

                           ARTICLE IV.

            Representations and Warranties of ENSERCH

    ENSERCH represents and warrants that the following are true and correct as
of the date hereof and shall be true and correct through the Closing Date as if
made on that date:

    Section 4.01.  Organization and Good Standing.  ENSERCH is a corporation
duly organized, validly existing and in good standing under the laws of the 
state of its incorporation, with all requisite corporate power and authority to 
carry on the business in which it is engaged, to own the properties it owns, to 
execute and deliver this Agreement and to consummate the transactions contem-
plated hereby.

    Section 4.02.  Authorization and Validity.  The execution, delivery and
performance by ENSERCH of this Agreement has been and the other agreements
contemplated hereby, and the consummation of the transactions contemplated 
hereby and thereby, have been or shall be as of the Closing Date duly authorized
by ENSERCH.  This Agreement and each other agreement contemplated hereby has 
been or shall be as of the Closing Date duly executed and delivered by ENSERCH 
and constitutes or shall constitute legal, valid and binding obligations of 
ENSERCH, enforceable against ENSERCH in accordance with their respective terms, 
except as may be limited by applicable bankruptcy, insolvency or similar laws 
affecting creditors' rights generally or the availability of equitable remedies.

    Section 4.03.  No Violation.  Neither the execution, delivery or per-
formance of this Agreement or the other agreements contemplated hereby nor the
consummation of the transactions contemplated hereby or thereby shall (i)
conflict with, or result in a violation or breach of the terms, conditions and
provisions of, or constitute a default under, the Articles of Incorporation or
Bylaws of ENSERCH or any agreement, indenture or other instrument under which
ENSERCH is bound or (ii) violate or conflict with any judgment, decree, order,
statute, rule or regulation of any court or any public, governmental or
regulatory agency or body having jurisdiction over ENSERCH or the properties or
assets of ENSERCH.  

    Section 4.04.  Finder's Fee.  ENSERCH has not incurred any obligation for
any finder's, broker's or agent's fee in connection with the transactions
contemplated hereby, except a fee payable to Regency Gas Company, for which
ENSERCH shall be solely responsible.

    Section 4.05.  ENSERCH Shares.  The issuance of the ENSERCH Shares has
been duly authorized by all necessary action on the part of the Board of
Directors of ENSERCH and the ENSERCH Shares, when issued in accordance with the
terms of this Agreement, shall be validly issued, fully paid and nonassessable. 
The Stockholders shall own the ENSERCH Shares free and clear of all security
interests, liens, adverse claims, encumbrances, equities, proxies, options or
stockholders' agreements.

    Section 4.06.  Consents.  Except as set forth on Exhibit 4.06, no consent,
authorization, approval, permit or license of, or filing with, any governmental
or public body or authority, any lender or lessor or any other person or entity
is required to authorize, or is required in connection with, the execution,
delivery and performance of this Agreement or the agreements contemplated hereby
on the part of ENSERCH.

    Section 4.07.  Governing Documents.  ENSERCH has delivered or made
available to the Stockholders true, accurate and complete copies of ENSERCH's
Articles of Incorporation and Bylaws in effect as of the date hereof.

    Section 4.08.  Continuation of the Company's Business.  ENSERCH currently
has no plan or intention to (i) liquidate the Company; (ii) merge the Company
with or into or otherwise combine the Company with another corporation other 
than a direct wholly-owned subsidiary of ENSERCH; (iii) sell or otherwise dis-
pose of the stock of the Company or (iv) cause the Company to sell or otherwise 
dispose of any of the assets of the Company except for dispositions made in the 
ordinary course of business.

                            ARTICLE V.

          The Stockholders' and the Company's Covenants

     The Management Stockholders jointly and severally agree and covenant that
between the date hereof and the Closing they and the Company will be bound by 
the covenants contained in this Article V.  The Company agrees and covenants 
that between the date hereof and the Closing, it will be bound by the covenants
contained in this Article V.  The Nonmanagement Stockholders severally agree and
covenant that between the date hereof and the Closing they will not approve or
consent to any action in violation of any of the covenants contained in this
Article V.

    Section 5.01.  Consummation of Agreement.  The Company and the
Stockholders shall use their best efforts to cause the consummation of the
transactions contemplated hereby in accordance with their terms and conditions.

    Section 5.02.  Business Operations.  The Company and the Subsidiaries shall
operate their businesses in the ordinary course and shall not introduce any
new method of management or operation.  The Company and the Stockholders shall
use their best efforts to preserve the business of the Company and the
Subsidiaries intact, to retain the present customers and suppliers so that they
shall continue to be such after the Closing.  None of the Company, any Subsid-
iary or the Stockholders shall take any action that could adversely affect the
condition (financial or otherwise), operations, assets, liabilities, business or
prospects of the Company or any Subsidiary without the prior written consent of
ENSERCH or take or fail to take any action that would (i) cause or permit the
representations and warranties made in Article III to be inaccurate at the time
of Closing, (ii) preclude the Company and the Stockholders from making such
representations and warranties at the Closing or (iii) cause the Due Diligence
Conditions not to be true.

    Section 5.03.  Access.  The Company and the Stockholders shall permit
ENSERCH and its authorized representatives full access to, and make available 
for inspection, all of the assets and business of the Company and the Subsidia-
ries, including their respective employees, customers and suppliers, and permit 
ENSERCH and its authorized representatives to inspect and make copies of all 
documents, records and information with respect to the affairs of the Company 
and the Subsidiaries as ENSERCH and its representatives may request, all for the
sole purpose of permitting ENSERCH to become familiar with the business and 
assets and liabilities of the Company and the Subsidiaries.

    Section 5.04.  Material Change.  The Company and the Stockholders shall
promptly inform ENSERCH in writing of any material adverse change in the
condition (financial or otherwise), operations, assets, liabilities, business or
prospects of the Company or any Subsidiary.

    Section 5.05.  Approvals of Third Parties.  The Company and the Stock-
holders shall use their best efforts to secure, as soon as practicable after
the date hereof, all necessary approvals and consents of third parties to the
consummation of the transactions contemplated hereby.

    Section 5.06.  Employee Matters.  Neither the Company nor any Subsidiary
shall, without the prior written approval of ENSERCH, except as required by law:

    (a)  increase the Cash Compensation of any employee of the Company or any
Subsidiary;

    (b)  adopt, amend or terminate any Compensation Plan;

    (c)  adopt, amend or terminate any Employment Agreement;

    (d)  adopt, amend or terminate any Employee Policies and Procedures;

    (e)  institute, settle or dismiss any employment litigation;

    (f)  enter into, modify, amend or terminate any agreement with any union,
labor organization or collective bargaining unit; or

    (g)  take or fail to take any action with respect to any past or present
employee of the Company or any Subsidiary that could adversely affect the
business of the Company or any Subsidiary.

    Section 5.07.  Employee Benefit Plans.  Neither the Company nor any
Subsidiary shall, without the prior written approval of ENSERCH, except as
required by law:

    (a)   adopt, amend or terminate any Employee Benefit Plan;

    (b)   take any action that would deplete the assets of any Employee
Benefit Plan, other than payment of benefits in the ordinary course to
participants and beneficiaries;

    (c)   fail to pay any premium or contribution due or with respect to any
Employee Benefit Plan;

    (d)   fail to file any return or report with respect to any Employee
Benefit Plan; or

    (e)   take or fail to take any action that could adversely affect any
Employee Benefit Plan.

    Section 5.08.  Contracts.  Except with ENSERCH's prior written consent or
as required by the last sentence of Section 7.08, neither the Company nor any
Subsidiary shall waive any right or cancel any contract, debt or claim nor 
assume or enter into any contract, lease, license, obligation, indebtedness, 
commitment, purchase or sale except in the ordinary course of business.

    Section 5.09.  Capital Assets; Payments of Liabilities.  Neither the
Company nor any Subsidiary shall, without the prior written approval of ENSERCH
(i) acquire or dispose of any capital asset having an initial cost of $50,000 or
more or (ii) discharge or satisfy any lien or encumbrance or pay or perform any
obligation or liability other than (a) liabilities and obligations reflected in
the Financial Statements or (b) current liabilities and obligations incurred in
the ordinary course of business since March 31, 1995, and, in either case (a) or
(b) above, only as required by the express terms of the agreement or other
instrument pursuant to which the liability or obligation was incurred.

    Section 5.10.  Mortgages, Liens and Guaranties.  Neither the Company nor
any Subsidiary shall, without the prior written approval of ENSERCH, enter into
or assume any mortgage, pledge, conditional sale or other title retention
agreement, permit any security interest, lien, encumbrance or claim of any kind
to attach to any of its assets, whether now owned or hereafter acquired, or
guarantee or otherwise become contingently liable for any obligation of another,
except obligations arising by reason of endorsement for collection and other
similar transactions in the ordinary course of business, or make any capital
contribution or investment in any corporation, business or other person.

    Section 5.11.  No Negotiation with Others.  Neither the Company nor the
Stockholders shall, and no Subsidiary shall be permitted to, solicit or
participate in negotiations with (and the Company and the Stockholders shall use
their best efforts to prevent any Affiliate, stockholder, director, officer,
employee or other representative or agent of the Company from negotiating with,
soliciting or participating in negotiations with) any third party with respect
to the sale of the business of the Company or any Subsidiary or any transaction
inconsistent with those contemplated hereby.

    Section 5.12.  HSR Act.  The Company and the Stockholders shall use their
best efforts to file as soon as possible, and to effect early termination of all
applicable waiting periods, under the HSR Act, including without limitation
complying promptly with all requests thereunder for additional information.

    Section 5.13.  Distributions and Repurchases.  No distribution, payment or
dividend of any kind shall be declared or paid by the Company or any Subsidiary,
nor shall any repurchase of any of the Stock be approved or effected, except for
the redemption of the Preferred Stock as required by Section 7.11 and the
distribution of interests in public utility companies required by Section 7.12.

    Section 5.14.  Pooling of Interests.  Except for the Redemption, the
Carroll Transfer and the exercise of the Warrants by Savant, each Stockholder
severally agrees not to directly or indirectly sell, transfer, assign or dispose
of or in any other way reduce his or its risk relative to any ENSERCH Shares to
be received in the business combination contemplated by this Agreement until 
such time as financial results covering at least 30 days of post-Closing com-
bined operations of ENSERCH and the Company have been published in a press 
release (the "Earnings Release").  Each Stockholder severally agrees not to make
changes in its or his Stock equity interest in contemplation of effecting the 
transactions contemplated by this Agreement other than as a result of the 
exercise of the Warrants by Savant, the Carroll Transfer or the Redemption.

    Section 5.15.  Corporate Records.  The Company and the Stockholders will
not amend the Certificate of Incorporation or the Bylaws of the Company or any
of the Subsidiaries.  The Company and the Stockholders will deliver to ENSERCH
at or prior to the Closing copies of the minutes of all meetings of, and 
accurate consents to all actions taken without meetings by, the Board of 
Directors (and any committees thereof) and the stockholders of the Company and 
the Subsidiaries since the date of this Agreement.

    Section 5.16.  Confidentiality Agreement.  ENSERCH and its subsidiaries and
Affiliates have provided certain information, which information is non-public,
confidential or proprietary in nature (the "Confidential Information"), to the
Company and the Management Stockholders in connection with the transaction
contemplated by this Agreement and the subsequent combined business of ENSERCH
and the Company.  The Company and the Management Stockholders agree not to, and
to cause their financial advisors, agents, directors, officers, employees and
representatives (collectively, the "Representatives") not to, use any of the
Confidential Information for any purpose other than evaluating the possibility
of the proposed transaction.  The Company and the Management Stockholders agree
that the Confidential Information will not be used by the Company, the 
Management Stockholders or the Representatives in any way which is to the 
competitive disadvantage or otherwise detrimental to ENSERCH or its subsidiaries
or Affiliates and that such information will be kept strictly confidential by 
the Company, the Management Stockholders and the Representatives; provided that
(i) any of such information may be disclosed to such of the Representatives who
need to know such information for the purpose of evaluating the proposed 
transaction (it being understood that such Representatives shall be informed by
the Company and the Management Stockholders to treat such information confiden-
tially), and (ii) any disclosure of such information may be made to which 
ENSERCH shall expressly consent in writing.  In the event this Agreement is 
terminated after the Company, the Management Stockholders or the Representatives
have been furnished with or obtained Confidential Information, the Company, the 
Management Stockholders and the Representatives will promptly upon the request 
of ENSERCH return or destroy all of the Confidential Information.  The term 
"Confidential Information" does not include information which (i) becomes 
generally available to the public other than as a result of a disclosure by the 
Company, the Management Stockholders or the Representatives, (ii) was available 
to the Company and the Management Stockholders on a non-confidential basis prior
to its disclosure to the Company, the Management Stockholders or the Representa-
tives by ENSERCH or its subsidiaries or Affiliates, (iii) becomes available to 
the Company and the Management Stockholders on a non-confidential basis from a 
source other than ENSERCH or its subsidiaries, Affiliates or their representa-
tives, provided that such source is not bound by a confidentiality agreement 
with ENSERCH or its subsidiaries, Affiliates or their representatives or (iv) is
required to be disclosed by applicable law or regulation or judicial or regu-
latory process after reasonable measures have been taken by the Company and the 
Management Stockholders to maintain confidentiality and after they have given 
reasonable notice to ENSERCH specifying the information involved and the manner 
and extent of proposed disclosure thereof.  The Company and the Management 
Stockholders understand and acknowledge that ENSERCH and its subsidiaries and 
Affiliates are not making any representation or warranty, express or implied, as
to the accuracy or completeness of the Confidential Information, and ENSERCH and
its subsidiaries and Affiliates and any of their respective officers, directors,
employees, stockholders, owners, affiliates or agents shall not have any 
liability to the Company, the Management Stockholders or any other person 
resulting from the use of the Confidential Information.  No failure or delay by 
ENSERCH in exercising any right, power or privilege hereunder shall operate as a
waiver hereof, nor shall any single or partial exercise thereof preclude any 
other or further exercise thereof or the exercise of any right, power or 
privilege hereunder. Notwithstanding any other provisions governing the term of 
this covenant, the Company's and the Management Stockholders' obligations under 
this Section 5.16 shall last until (i) the Closing or (ii) two years from the 
date of termination of this Agreement.

    Section 5.17.  Stock Records.  The Company and the Management Stockholders
will use their best efforts to insure that the stock records of the Company and
the Subsidiaries are correct and complete.

                           ARTICLE VI.

                       ENSERCH's Covenants

    ENSERCH agrees that between the date hereof and the Closing:

    Section 6.01.  Consummation of Agreement.  ENSERCH shall use its best
efforts to cause the consummation of the transactions contemplated hereby in
accordance with their terms and conditions.

    Section 6.02.  HSR Act.  ENSERCH shall use its best efforts to file as
soon as possible, and to effect early termination of all applicable waiting
periods, under the HSR Act, including without limitation complying promptly with
all requests thereunder for additional information.

    Section 6.03.  Confidentiality Agreement.  All information made available to
ENSERCH pursuant to this Agreement shall be maintained confidential by ENSERCH
as provided in that certain letter agreement regarding confidentiality dated May
5, 1995, between ENSERCH, Carroll and the Company (the "Confidentiality Agree-
ment"), the terms of which are incorporated into this Agreement by reference
and made a part hereof.  ENSERCH shall further take whatever steps may be
necessary to ensure that ENSERCH's employees, consultants and agents comply with
the provisions of this Section 6.03 and the provisions of the Confidentiality
Agreement.  Notwithstanding any other provisions governing the term of this
covenant, ENSERCH's obligations under the this Section 6.03 shall last until (i)
the Closing or (ii) two years from the date of termination of this Agreement.

    Section 6.04.  Approvals of Third Parties.  ENSERCH shall use its best
efforts to secure, as soon as practicable after the date hereof, all necessary
approvals and consents of third parties to the consummation of the transactions
contemplated hereby.

                           ARTICLE VII.

                  ENSERCH's Conditions Precedent

    Except as may be waived in writing by ENSERCH, the obligations of ENSERCH
hereunder are subject to the fulfillment at or prior to the Closing Date of each
of the following conditions:

    Section 7.01.  Representations and Warranties.  The representations and
warranties of the Company and the Stockholders contained herein shall have been
true and correct in all material respects when initially made and shall be true
and correct in all material respects as of the Closing Date; and ENSERCH shall
have received a certificate of the Company's President, and each of the
Stockholders, dated as of the Closing Date, to the foregoing effect.

    Section 7.02.  Covenants and Conditions.  The Company and the Stockholders
shall have performed and complied in all material respects with all covenants 
and conditions required by this Agreement to be performed and complied with by 
the Company and the Stockholders prior to the Closing Date; and ENSERCH shall 
have received a certificate of the Company's President, and each of the 
Stockholders, dated as of the Closing Date, to the foregoing effect.

    Section 7.03.  Opinion.  Counsel to the Company and the Stockholders shall
have delivered to ENSERCH its opinion, dated as of the Closing Date, in form and
substance reasonably satisfactory to counsel for ENSERCH.

    Section 7.04.  Proceedings.  No action, proceeding or order by any court
or governmental body or agency shall have been threatened, orally or in writing,
asserted, instituted or entered to restrain or prohibit the carrying out of the
transactions contemplated hereby.

    Section 7.05.  No Material Adverse Change.  No material adverse change in 
the condition (financial or otherwise), operations, assets, liabilities, busi-
ness or prospects (except those that affect the industry in general) of the 
Company or any Subsidiary, taken as a whole, shall have occurred since the date 
of the most recent audited balance sheet included in the Financial Statements, 
whether or not such change was caused by the deliberate act or omission of the 
Company or any Subsidiary or the Stockholders.

    Section 7.06.  HSR Act.  All applicable waiting periods under the HSR Act
shall have expired or been terminated.

    Section 7.07.  Due Diligence Review.  On or prior to July 9, 1995, ENSERCH
shall not have discovered Due Diligence Conditions (as defined in Article IX)
that in the aggregate exceed $1,000,000 in amount and delivered a Due Diligence
Completion Notice disclosing the nature and amount of such Due Diligence
Conditions in accordance with Article IX.

    Section 7.08.  Release of Stockholders' Claims; Stockholders' Loans. 
ENSERCH shall have received duly executed documents in form satisfactory to
ENSERCH pursuant to which the Stockholders release, relinquish and waive any and
all claims, demands, causes of action, suits, judgments or controversies of any
kind whatsoever, whether known or unknown, that the Stockholder may have against
the Company and/or the Subsidiaries as of the Closing Date, for any reason
whatsoever, including without limitation claims by the Stockholders against the
Company and/or the Subsidiaries with respect to dividends, repayment of loans,
violation of preemptive rights or payment of salaries or other compensation.  
All sums owing from the Stockholders to the Company shall either (i) be repaid 
prior to the Closing or (ii) transferred in accordance with Section 7.11.

    Section 7.09.  Closing Deliveries.  ENSERCH shall have received all
documents, duly executed in form satisfactory to ENSERCH and its counsel,
referred to in Section 10.01.

    Section 7.10.  Employment Agreements.  The Key Employees shall have entered
into employment agreements with ENSERCH Energy Services, Inc. in the form
mutually agreed by ENSERCH and the Key Employees.

    Section 7.11.  Preferred Stock Redemption and Sale of Stockholder Notes. 
All the outstanding Preferred Stock shall have been redeemed in accordance with
its terms (the "Redemption") for $4,000,000 plus a per diem payment of $1,333.33
for every day from June 15, 1995 through and including the date of the
Redemption.  The Company may transfer notes owing to it from Carroll in partial
payment of this obligation.  The value assigned to such notes transferred to the
holder of the Preferred Stock shall be the outstanding principal amount of the
notes plus any accrued but unpaid interest on the notes at the time of the
assignment.

    Section 7.12.  Disposition of Public Utilities.  The Company and the
Subsidiaries shall have disposed of any interest they may have in any public
utility, including without limitation the utilities described in Exhibit 9.31.

    Section 7.13.  Pooling of Interests.  Except for the Redemption, the Carroll
Transfer and the exercise of the Warrants by Savant, no Stockholder shall
have directly or indirectly sold, transferred, assigned or disposed of or in any
other way reduced his or its risk relative to the ENSERCH Shares to be received
in the business combination contemplated by this Agreement until such time as
ENSERCH issues the Earnings Release.  No Stockholder shall have made changes in
its or his Stock equity interest in contemplation of the transactions
contemplated by this Agreement other than as a result of the exercise of the
Warrants by Savant, the Carroll Transfer or the Redemption.

    Section 7.14.  Exercise of Warrants.  All the Warrants and any
corresponding rights to purchase shares triggered by the Redemption shall have
been fully exercised prior to the Closing.

    Section 7.15.  Termination of the Stockholders' Agreement.  The
Stockholders' Agreement will have been terminated prior to the Closing.

                          ARTICLE VIII.

     The Company's and the Stockholders' Conditions Precedent

    Except as may be waived in writing by the Company and the Stockholders, the
obligations of the Company and the Stockholders hereunder are subject to
fulfillment at or prior to the Closing Date of each of the following conditions:

    Section 8.01.  Representations and Warranties.  The representations and
warranties of ENSERCH contained herein shall be true and correct in all material
respects when initially made and shall be true and correct in all material
respects as of the Closing Date; and ENSERCH shall have delivered to the Company
and the Stockholders a certificate of ENSERCH's President or Vice President,
dated as of the Closing Date, to the foregoing effect.

    Section 8.02.  Covenants and Conditions.  ENSERCH shall have performed and
complied in all material respects with all covenants and conditions required by
this Agreement to be performed and complied with by it prior to the Closing 
Date; and ENSERCH shall have delivered to the Company and the Stockholders a
certificate of ENSERCH's President or Vice President, dated as of the Closing
Date, to the foregoing effect.

    Section 8.03.  Proceedings.  No action, proceeding or order by any court
or governmental body or agency shall have been threatened in writing, asserted,
instituted or entered to restrain or prohibit the carrying out of the
transactions contemplated hereby.

    Section 8.04.  HSR Act.  All applicable waiting periods under the HSR Act
shall have expired or been terminated.

    Section 8.05.  Closing Deliveries.  The Company or the Stockholders, as
the case may be, shall have received all documents referred to in Section 10.02.

    Section 8.06.  Opinion.  Counsel to ENSERCH shall have delivered to
Stockholders its opinion, dated as of the Closing Date, in form and substance
reasonably satisfactory to counsel to the Company and the Stockholders.

                           ARTICLE IX.

                     Due Diligence Conditions

    ENSERCH's obligation to proceed to the consummation of this transaction is
conditioned upon its due diligence review, which shall be completed on or prior
to July 9, 1995, not revealing violations of the conditions set forth in this
Article IX and the representations and warranties set forth in Article III
(except Section 3.09) (such conditions in Article IX and representations and
warranties in Article III (except Section 3.09) are, collectively, the "Due 
Diligence Conditions") that, in the aggregate, exceed $1,000,000 in amount.  
Upon completion of its due diligence review on or prior to July 9, 1995, ENSERCH
shall send a written notice (the "Due Diligence Completion Notice") to the Com-
pany stating the amount and nature of the violations of the Due Diligence 
Conditions discovered by ENSERCH.  After the delivery of the Due Diligence 
Completion Notice, or if such notice is not delivered and this Agreement is not 
otherwise terminated, effective at the close of business on July 9, 1995, 
ENSERCH cannot assert any violations of the Due Diligence Conditions not con-
tained in the Due Diligence Completion Notice in order to terminate its obliga-
tions to proceed to the Closing pursuant to this Article IX or Section 7.07.

    Section 9.01.  Subsidiaries.  The Company does not own, directly or
indirectly, any of the capital stock of any other corporation or any equity,
profit sharing, participation or other interest in any corporation, partnership,
joint venture or other entity, except the Subsidiaries and other entities listed
on Exhibit 9.01.  Each Subsidiary is duly organized and validly existing in good
standing under the laws of the state in which it is incorporated, and is duly
qualified to do business and in good standing in each jurisdiction wherein
failure to qualify to do business could adversely affect the Subsidiary.  The
Company has delivered to ENSERCH true, complete and correct copies of the
Certificate of Incorporation and Bylaws of each Subsidiary, as in effect on the
date hereof.  The authorized and issued capital stock of each Subsidiary is set
forth on Exhibit 9.01.  The minute books of the Subsidiaries, copies of which
have been delivered to ENSERCH, contain accurate minutes of all meetings of, and
accurate consents to all actions taken without meetings by, the Board of
Directors (and any committees thereof) and the stockholders of each Subsidiary
since the formation of the Subsidiary.  All of the issued and outstanding shares
of capital stock of each Subsidiary are duly authorized, validly issued, fully
paid and nonassessable and are owned by the Company free and clear of all
security interests, liens, adverse claims, encumbrances, equities, proxies,
options or stockholders' agreements.  Except as set forth on Exhibit 9.01, there
are in existence no options, warrants or similar rights granted by any
Subsidiary, or any agreements to which any Subsidiary is a party, for the
issuance or sale by it of any securities except to the Company.  Each Subsidiary
has obtained or duly applied for all material licenses, permits and certificates
from government agencies and authorities that are necessary to the conduct of 
its business, and the consummation of the transactions contemplated hereby shall
not result in the loss or impairment of, or any default under, any such license,
permit or certificate.

    Section 9.02.  No Violation.  Neither the execution, delivery or per-
formance of this Agreement or the other agreements contemplated hereby nor the
consummation of the transactions contemplated hereby or thereby shall (i)
conflict with, or result in a violation or breach of the terms, conditions or
provisions of, or constitute a default under, the Certificate of Incorporation
or Bylaws of the Company or any Subsidiary or any agreement, indenture or other
instrument under which the Company or any Subsidiary is bound or to which the
Stock or any of the assets of the Company or any Subsidiary are subject, or
result in the creation or imposition of any security interest, lien, charge or
encumbrance upon the Stock or any of the assets of the Company or any Subsid-
iary, or (ii) violate or conflict with any judgment, decree, order, statute, 
rule or regulation of any court or any public, governmental or regulatory agency
or body having jurisdiction over the Company or any Subsidiary or the Stock 
or the assets of the Company or any Subsidiary.  The Company and each of the 
Subsidiaries has complied with all laws, regulations and licensing requirements 
and has filed with the proper authorities all necessary statements and reports.

    Section 9.03.  Consents.  Except as set forth on Exhibit 9.03, no consent,
authorization, approval, permit or license of, or filing with, any governmental
or public body or authority, any lender or lessor or any other person or entity
is required to authorize, or is required in connection with, the execution,
delivery and performance of this Agreement or the agreements contemplated hereby
on the part of the Company or the Stockholders.

    Section 9.04.  Financial Statements.  The Company has furnished to ENSERCH
the audited consolidated balance sheet and related audited consolidated
statements of income and retained earnings and cash flows of the Company as of
and for the year ended November 30, 1994, including the notes thereto, as well
as unaudited consolidated balance sheet and related unaudited consolidated
statements of income and retained earnings and cash flows of the Company as of
and for the four-month period ended March 31, 1995 (collectively, the "Financial
Statements").  The Financial Statements are true, correct and complete, are in
accordance with the books and records of the Company and the Subsidiaries, 
fairly present the consolidated financial condition and results of operations of
the Company and the Subsidiaries as of the dates and for the periods indi-
cated and have been prepared in conformity with generally accepted accounting 
principles applied on a basis consistent with prior periods.

    Section 9.05.  Liabilities and Obligations.  Except as set forth on Exhibit
9.05, the Financial Statements reflect all liabilities of the Company and the
Subsidiaries, accrued, contingent or otherwise (known or unknown and asserted
or unasserted), arising out of transactions effected or events occurring on or
prior to the date hereof.  All reserves shown in the Financial Statements are
appropriate, reasonable and sufficient to provide for losses thereby
contemplated.  Except as set forth in the Financial Statements and on Exhibit
9.05, neither the Company nor any Subsidiary is liable upon or with respect to,
or obligated in any other way to provide funds in respect of or to guarantee or
assume in any manner, any debt, obligation or dividend of any person,
corporation, limited liability company, association, partnership, joint venture,
trust or other entity, and none of the Company, any Subsidiary or Stockholders
know of any basis for the assertion of any other claims or liabilities of any
nature or in any amount.

    Section 9.06.  Employee Matters.

    (a)  Cash Compensation. Exhibit 9.06(a) contains a complete and accurate
list of the names, titles and cash compensation, including without limitation
wages, salaries, bonuses (discretionary and formula) and other cash compensation
(the "Cash Compensation") of all employees of the Company and the Subsidiaries. 
In addition, Exhibit 9.06(a) contains a complete and accurate description of (i)
all increases in Cash Compensation of employees of the Company and the
Subsidiaries during the current and immediately preceding fiscal year of the
Company and (ii) any promised increases in Cash Compensation of employees of the
Company and the Subsidiaries that have not yet been effected.

    (b)  Compensation Plans. Exhibit 9.06(b) contains a complete and accurate
list of all compensation plans, arrangements or practices (the "Compensation
Plans") sponsored by the Company or the Subsidiaries or to which the Company or
any Subsidiary contributes on behalf of its employees, other than Employee
Benefit Plans listed on Exhibit 9.07(a) or the Employment Agreements listed on
Exhibit 9.06(c).  The Compensation Plans include without limitation plans,
arrangements or practices that provide for severance pay, deferred compensation,
incentive, bonus or performance awards, and stock ownership or stock options. 
The Company has provided ENSERCH a copy of each written Compensation Plan and a
written description of each unwritten Compensation Plan.  Each of the
Compensation Plans can be terminated or amended at will by the Company.

    (c)  Employment Agreements. Exhibit 9.06(c) contains a complete and accu-
rate list of all employment agreements (the "Employment Agreements") to which
the Company or any Subsidiary is a party with respect to its employees.  The
Employment Agreements include without limitation employee leasing agreements,
employee services agreements and noncompetition agreements.  The Company has
provided ENSERCH a copy of each written Employment Agreement and a written
description of each unwritten Employment Agreement.

    (d)  Employee Policies and Procedures. Exhibit 9.06(d) contains a complete
and accurate list of all employee manuals, policies, procedures and work-related
rules (the "Employee Policies and Procedures") that apply to employees of the
Company or any Subsidiary.  The Company has provided ENSERCH a copy of all
written Employee Policies and Procedures and a written description of all
unwritten Employee Policies and Procedures.  Each of the Employee Policies and
Procedures can be amended or terminated at will by the Company or the 
appropriate Subsidiary, as the case may be.

    (e)  Unwritten Amendments. Except as set forth on Exhibit 9.06(e), no
unwritten amendments have been made, whether by oral communication, pattern of
conduct or otherwise, with respect to any Compensation Plans, Employment
Agreements or Employee Policies and Procedures.

    (f)  Labor Compliance.  Except as set forth on Exhibit 9.06(f) or in the
Financial Statements, the Company and each Subsidiary

         (i)  has been and is in compliance with all laws, rules,
    regulations and ordinances respecting employment and employment
    practices, terms and conditions of employment and wages and hours,
    and

         (ii)  is not liable for any arrears of wages or penalties for
    failure to comply with any of the foregoing.

     Neither the Company nor any Subsidiary has engaged in any unfair labor
practice or discriminated on the basis of race, color, religion, sex, national
origin, age or handicap in its employment conditions or practices.

         There are no

         (i)  unfair labor practice charges or complaints or racial,
    color, religious, sex, national origin, age or handicap
    discrimination charges or complaints pending or threatened against
    the Company or any Subsidiary before any federal, state or local
    court, board, department, commission or agency nor does any basis
    therefor exist or

         (ii)  existing or threatened labor strikes, disputes,
    grievances, controversies or other labor troubles affecting the
    Company or any Subsidiary, nor does any basis therefor exist.

    (g)  Unions.  Neither the Company nor any Subsidiary has ever been a party
to any agreement with any union, labor organization or collective bargaining 
unit.  Except as set forth on Exhibit 9.06(g), no employees of the Company or
any Subsidiary are represented by any union, labor organization or collective
bargaining unit.  To the best knowledge of the Company, the employees of the
Company and the Subsidiaries have no intention to and have not threatened to
organize or join a union, labor organization or collective bargaining unit.

    (h)  Aliens.  All employees of the Company and the Subsidiaries are
citizens of, or are authorized to be employed in, the United States.

    Section 9.07.  Employee Benefit Plans.

    (a)  Identification. Exhibit 9.07(a) contains a complete and accurate list
of all employee benefit plans (the "Employee Benefit Plans") (within the meaning
of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA")) sponsored by the Company or any Subsidiary or to which the 
Company or any Subsidiary contributes on behalf of its employees and all 
Employee Benefit Plans previously sponsored or contributed to on behalf of its 
employees within the three years preceding the date hereof.  The Company has 
provided ENSERCH with copies of all plan documents, determination letters, 
pending determination letter applications, trust instruments, insurance con-
tracts, administrative services contracts, annual reports, actuarial valuations,
summary plan descriptions, summaries of material modifications, administrative 
forms and other documents that constitute a part of or are incident to the 
administration of the Employee Benefit Plans.  In addition, the Company has 
provided ENSERCH a written description of all existing practices engaged in by 
the Company or any Subsidiary that constitute Employee Benefit Plans.  Each of 
the Employee Benefit Plans can be terminated or amended at will by the Company 
or the appropriate Subsidiary, as the case may be.  No unwritten amendment 
exists with respect to any Employee Benefit Plan.

    (b)  Administration. Each Employee Benefit Plan has been administered and
maintained in compliance with all laws, rules and regulations.

    (c)  Examinations. No Employee Benefit Plan is currently the subject of an
audit, investigation, enforcement action or other similar proceeding conducted
by any state or federal agency.

    (d)  Prohibited Transactions. No prohibited transactions (within the
meaning of Section 4975 of the Code) have occurred with respect to any Employee
Benefit Plan.

    (e)  Claims and Litigation. No threatened or pending claims, suits or
other proceedings exist with respect to any Employee Benefit Plan other than
normal benefit claims filed by participants or beneficiaries.

    (f)  Qualification.  Except as set forth on Exhibit 9.07(a), the Company has
received a favorable determination letter or ruling from the Internal Revenue
Service for each Employee Benefit Plan intended to be qualified within the
meaning of Section 401(a) of the Code and/or tax-exempt within the meaning of
Section 501(a) of the Code.  No proceedings exist or have been threatened that
could result in the revocation of any such favorable determination letter or
ruling.

    (g)  Funding Status. No accumulated funding deficiency (within the meaning
of Section 412 of the Code), whether waived or unwaived, exists with respect to
any Employee Benefit Plan or any plan sponsored by any member of a controlled
group (within the meaning of Section 412(n)(6)(B) of the Code) in which the
Company or any Subsidiary is a member (a "Controlled Group").  With respect to
each Employee Benefit Plan subject to Title IV of ERISA, the assets of each such
plan are at least equal in value to the present value of accrued benefits
determined on an ongoing basis as of the date hereof.  With respect to each
Employee Benefit Plan described in Section 501(c)(9) of the Code, the assets of
each such plan are at least equal in value to the present value of accrued bene-
fits as of the date hereof.  Exhibit 9.07(g) contains a complete and accurate
statement of all actuarial assumptions applied to determine the present value of
accrued benefits under all Employee Benefit Plans subject to actuarial
assumptions.

    (h)  Excise Taxes.  Except as set forth in the Financial Statements,
neither the Company nor any Subsidiary or any member of a Controlled Group has
any liability to pay excise taxes with respect to any Employee Benefit Plan 
under applicable provisions of the Code or ERISA.

    (i)   Multiemployer Plans.  Neither the Company nor any Subsidiary nor any
member of a Controlled Group is or ever has been obligated to contribute to a
multiemployer plan within the meaning of Section 3(37) of ERISA.

    (j)  PBGC. No facts or circumstances exist that would result in the
imposition of liability against ENSERCH by the Pension Benefit Guaranty Company
as a result of any act or omission by the Company, any Subsidiary or any member
of a Controlled Group.  No reportable event (within the meaning of Section 4043
of ERISA) for which the notice requirement has not been waived has occurred with
respect to any Employee Benefit Plan subject to the requirements of Title IV of
ERISA.

    (k)  Medical and Dental Care Claims.  Exhibit 9.07(k) contains a complete
and accurate list of all claims made (without identifying specific individuals)
under any medical or dental care plan or commitment offered by the Company or 
any Subsidiary to its employees involving hospitalization, medical or dental 
care claims that have exceeded $25,000 per year for an individual during the 
Company's or the appropriate Subsidiary's current fiscal year or any of the 
three fiscal years preceding the date hereof.

    (l)  Retirees.  Neither the Company nor any Subsidiary has any obligation
or commitment to provide medical, dental or life insurance benefits to or on
behalf of any of its employees who may retire or any of its former employees who
have retired from employment with the Company or any Subsidiary.

    Section 9.08.  Absence of Certain Changes.  Except as set forth on Exhibit
9.08 or disclosed in the Financial Statements, since November 30, 1994, neither
the Company nor any Subsidiary has

    (a)   suffered any material adverse change, whether or not caused by any
deliberate act or omission of the Company, any Subsidiary or any Stockholder, in
its condition (financial or otherwise), operations, assets, liabilities, 
business or prospects;

    (b)   contracted for the purchase of any capital assets having a cost in
excess of $25,000 or paid any capital expenditures in excess of $25,000. 

    (c)   incurred any indebtedness for borrowed money or issued or sold any
debt securities;

    (d)   incurred or discharged any liabilities or obligations except in the
ordinary course of business;

    (e)   paid any amount on any indebtedness prior to the due date, forgiven
or cancelled any debts or claims or released or waived any rights or claims;

    (f)   mortgaged, pledged or subjected to any security interest, lien,
lease or other charge or encumbrance any of its properties or assets;

    (g)   suffered any damage or destruction to or loss of any assets (whether
or not covered by insurance) that has materially and adversely affected, or 
could materially and adversely affect, its business; 

    (h)   acquired or disposed of any assets except in the ordinary course of
business;

    (i)   written up or written down the carrying value of any of its assets;

    (j)   changed the costing system or depreciation methods of accounting for
its assets;

    (k)   waived any material rights or forgiven any material claims;

    (l)   lost or terminated any employee, customer or supplier, the loss or
termination of which has materially and adversely affected, or could materially
and adversely affect, its business or assets;

    (m)   increased the compensation of any director or officer;

    (n)   increased the compensation of any employee except in the ordinary
course of business;

    (o)   made any payments to or loaned any money to any person or entity
referred to in Section 9.28;

    (p)   formed or acquired or disposed of any interest in any corporation,
partnership, joint venture or other entity;

    (q)   redeemed, purchased or otherwise acquired, or sold, granted or
otherwise disposed of, directly or indirectly, any of its capital stock or
securities or any rights to acquire such capital stock or securities, or agreed
to change the terms and conditions of any such rights;

    (r)   entered into any agreement with any person or group, or modified or
amended in any material respect the terms of any existing agreement except in 
the ordinary course of business;

    (s)   entered into, adopted or amended any Employee Benefit Plan; or

    (t)   entered into any other commitment or transaction or experienced any
other event that is material to this Agreement or to any of the other agreements
and documents executed or to be executed pursuant to this Agreement or to the
transactions contemplated hereby or thereby, or that has materially and 
adversely affected, or could materially and adversely affect, the condition 
(financial or otherwise), operations, assets, liabilities, business or prospects
of the Company or the appropriate Subsidiary.

    Section 9.09.  Title; Leased Assets.

    (a)  Real Property.  A description of all interests in real property owned
by the Company and the Subsidiaries (collectively, the "Real Property") is set
forth on Exhibit 9.09(a).  Except as set forth on Exhibit 9.09(a), the Company
and the Subsidiaries have good, valid and indefeasible title to all the Real
Property.  The Real Property and the leased real property referred to in Section
9.09(c) constitute the only real property necessary for or used in the conduct
of the business of the Company and the Subsidiaries.

    (b)  Personal Property.  Except as set forth on Exhibit 9.09(b), the
Company and the Subsidiaries have good, valid and indefeasible title to all
tangible and intangible personal property owned by them (collectively, the
"Personal Property").  The Personal Property and the leased personal property
referred to in Section 9.09(c) constitute the only personal property necessary
for or used in the conduct of the business of the Company and the Subsidiaries. 

    (c)  Leases.  A list and brief description of all leases of real and
personal property to which the Company or any Subsidiary is a party, either as
lessor or lessee, are set forth on Exhibit 9.09(c).  All such leases are valid
and enforceable in accordance with their respective terms except as may be
limited by applicable bankruptcy, insolvency or similar laws affecting 
creditors' rights generally or the availability of equitable remedies.

    (d)  Right to Use Assets.  Except for those assets acquired since March 31,
1995, which are listed on Exhibit 9.09(d), all tangible and intangible assets
necessary for or used in the conduct of the business of the Company and the
Subsidiaries are reflected in the Financial Statements in a manner that is in
conformity with generally accepted accounting principles applied on a basis
consistent with prior periods.  Either the Company or a Subsidiary owns, leases
or otherwise possesses a right to use all assets necessary for or used in the
conduct of the business of the Company or such Subsidiary, which shall not be
impaired by the consummation of the transactions contemplated hereby.

    Section 9.10.  Commitments.

    (a)  Commitments; Defaults.  Except as set forth on Exhibit 9.10 or in the
Financial Statements, neither the Company nor any Subsidiary has entered into,
nor are the Stock, the assets or the business of the Company or any Subsidiary
bound by, whether or not in writing, any

         (i)  partnership or joint venture agreement;

         (ii)  deed of trust or other security agreement;

         (iii)  guaranty or suretyship, indemnification or contribution
    agreement or performance bond;

         (iv)  employment, consulting or compensation agreement or
    arrangement, including the election or retention in office of any
    director or officer;

         (v)  labor or collective bargaining agreement;

         (vi)  debt instrument, loan agreement or other obligation
    relating to indebtedness for borrowed money or money lent or to be
    lent to another;

         (vii)  deed or other document evidencing an interest in or
    contract to purchase or sell real property;

         (viii)  agreement with dealers or sales or commission agents,
    public relations or advertising agencies, accountants or attorneys;

         (ix)  lease of real or personal property, whether as lessor,
    lessee, sublessor or sublessee (except as listed on Exhibit
    9.09(c));

         (x)  agreement between the Company and any affiliate of the
    Company;

         (xi)  agreement relating to any material matter or transaction
    in which an interest is held by a person or entity that is an
    affiliate of the Company;

         (xii)  agreement relating to any material matter or
    transaction in which an interest is held by any person or entity
    referred to in Section 9.28;

         (xiii)  powers of attorney;

         (xiv)  contracts containing noncompetition covenants;

         (xv)  any other contract or arrangement that involves an
    unperformed commitment in excess of $25,000 or that cannot be
    terminated on 30 days notice or less; 

         (xvi)  any agreement for the acquisition of services,
    supplies, equipment or other personal property and involving more
    than $25,000 in the aggregate;

         (xvii)  agreement providing for the purchase from a supplier
    of all or substantially all of the requirements of the Company or
    any Subsidiary of a particular product or service; or

         (xviii)  any other agreement or commitment not made in the
    ordinary course of business or that is material to the business or
    financial condition of the Company or any Subsidiary and not
    otherwise disclosed in this Agreement.

All of the items listed on Exhibit 9.10 are hereinafter collectively referred to
as the "Commitments."  True, correct and complete copies of the written
Commitments, and true, correct and complete written descriptions of the oral
Commitments, have heretofore been delivered or made available to ENSERCH.  There
are no existing defaults, events of default or events, occurrences, acts or
omissions that, with the giving of notice or lapse of time or both, would
constitute defaults by the Company or any Subsidiary, and no penalties have been
incurred nor are amendments pending, with respect to the Commitments, except as
described on Exhibit 9.10.  The Commitments are in full force and effect and are
valid and enforceable obligations of the parties thereto in accordance with 
their respective terms, and no defenses, off-sets or counterclaims have been 
asserted or, to the best knowledge of the Company and Stockholders, may be made 
by any party thereto, nor has the Company or any Subsidiary waived any rights
thereunder, except as described on Exhibit 9.10.  Neither the Company nor any
Subsidiary has received notice of any default with respect to any Commitment.

    (b)  No Cancellation or Termination of Commitment.  Except as contemplated
hereby, neither the Company nor any Subsidiary nor any Stockholder has received
notice of any plan or intention of any other party to any Commitment to exercise
any right to cancel or terminate any Commitment or agreement, and neither the
Company nor any Subsidiary nor any Stockholder knows of any fact that would
justify the exercise of such a right.  Neither the Company nor any Subsidiary 
nor any Stockholder currently contemplates, or has reason to believe any other 
person or entity currently contemplates, any amendment or change to any Com-
mitment. Except as listed on Exhibit 9.10, none of the customers or suppliers of
the Company or any Subsidiary has refused, or communicated that it shall or may
refuse, to purchase or supply goods or services, as the case may be, or has
communicated that it shall or may substantially reduce the amounts of goods or
services that it is willing to purchase from, or sell to, the Company or any
Subsidiary.

    Section 9.11.  Adverse Agreements.  Neither the Company nor any Subsidiary
is a party to any agreement or instrument or subject to any charter or other
corporate restriction or any judgment, order, writ, injunction, decree or
presently existing rule or regulation that materially and adversely affects, or
so far as the Company or any Stockholder can now foresee, may in the future
materially and adversely affect, the condition (financial or otherwise),
operations, assets, liabilities, business or prospects of the Company or any
Subsidiary.

    Section 9.12.  Insurance.  The Company and the Subsidiaries carry property,
liability, workers' compensation and such other types of insurance as is
customary in the industry of the insured.  A list of all insurance policies of
the Company and the Subsidiaries are set forth on Exhibit 9.12.  All of such
policies are valid and enforceable policies, issued by insurers of recognized
responsibility in amounts and against such risks and losses as is customary in
the industry of the insured.  Such insurance shall be outstanding and duly in
force without interruption up to and including the Closing Date.  True, complete
and correct copies of all such policies have been provided to ENSERCH on or 
prior to the date hereof.

    Section 9.13.  Patents, Trademarks, Service Marks and Copyrights. 

    (a)  Ownership.  The Company and each Subsidiary owns all patents,
trademarks, service marks and copyrights, if any, necessary to conduct its
business, or possesses adequate licenses or other rights, if any, therefor,
without conflict with the rights of others.  Set forth on Exhibit 9.13 is a true
and correct description of the following (the "Proprietary Rights"):

         (i)  all trademarks, tradenames, service marks and other trade
    designations, including common law rights, registrations and
    applications therefor, and all patents, copyrights and applications
    currently owned, in whole or in part, by the Company or any
    Subsidiary with respect to the business of the Company and the
    Subsidiaries, and all licenses, royalties, assignments and other
    similar agreements relating to the foregoing to which the Company or
    any Subsidiary is a party (including expiration date if applicable);
    and

         (ii)  all agreements relating to technology, know-how or
    processes that the Company or any Subsidiary is licensed or
    authorized to use by others, or which it licenses or authorizes
    others to use.

    (b)  Conflicting Rights of Third Parties.  The Company or a Subsidiary has
the sole and exclusive right to use the Proprietary Rights without infringing or
violating the rights of any third parties.  Use of the Proprietary Rights does
not require the consent of any other person and the Proprietary Rights are 
freely transferable.  No claim has been asserted by any person to the ownership 
of or right to use any Proprietary Right or challenging or questioning the 
validity or effectiveness of any license or agreement constituting a part of any
Proprietary Right, and neither the Company nor any Stockholder knows of any 
valid basis for any such claim.  Each of the Proprietary Rights is valid and 
subsisting, has not been cancelled, abandoned or otherwise terminated and, if 
applicable, has been duly issued or filed.

    (c)  Claims of Other Persons.  The Company and Stockholders have no
knowledge of any claim that, or inquiry as to whether, any product, activity or
operation of the Company or any Subsidiary infringes upon or involves, or has
resulted in the infringement of, any proprietary right of any other person, cor-
poration or other entity; and no proceedings have been instituted, are pending
or are threatened that challenge the rights of the Company or any Subsidiary 
with respect thereto.  

    Section 9.14. Trade Secrets and Customer Lists.  Either the Company or the
appropriate Subsidiary has the right to use, free and clear of any claims or
rights of others except claims or rights specifically set forth on Exhibit 9.14,
all trade secrets, customer lists and proprietary information required for the
marketing of all products and services formerly or presently sold or marketed by
the Company or such Subsidiary.  Except as set forth on Exhibit 9.14, neither 
the Company nor any Subsidiary is using or in any way making use of any con-
fidential information or trade secrets of any third party, including without 
limitation any past or present employee of the Company or any Subsidiary.

    Section 9.15.  Taxes.  Violations of the conditions set forth in this
Section 9.15 shall not be considered violations of Due Diligence Conditions
except to the extent they exceed $1,250,000 in amount in the aggregate.

         (a)  Filing of Tax Returns.  The Company and each Subsidiary have
    duly and timely filed or shall duly and timely file (in accordance with
    any extensions duly granted by the appropriate governmental agency, if
    applicable) with the appropriate governmental agencies all returns
    (including information returns) and reports, including all schedules or
    attachments thereto, required by the United States or any state or any
    political subdivision thereof or any foreign jurisdiction to be filed on
    or before the Closing Date by the Company and each Subsidiary in
    connection with any tax ("Tax Returns").  All such Tax Returns are, or
    shall be, complete and accurate and properly reflect the taxes of the
    Company and each Subsidiary for the periods covered hereby.  

         (b)  Payment of Taxes.  The Company and each Subsidiary have paid
    or accrued all taxes that have become due with respect to any Tax Returns
    that they have filed or have been required to file for its business
    activities through the Closing Date.

         (c)  No Pending Deficiencies, Delinquencies, Assessments or Audits. 
    Except as set forth on Exhibit 9.15(c), no tax deficiency or delinquency
    has been asserted against the Company or any Subsidiary; there is no
    unpaid assessment, proposal for additional taxes, deficiency or
    delinquency in the payment of any of the taxes of the Company or any
    Subsidiary that, to the knowledge of the Company, any Subsidiary or the
    Stockholders, could be asserted by any tax authority; there is no tax
    authority audit of the Company or any Subsidiary pending and the results
    of any completed audits are properly reflected in the Financial
    Statements; and there are no pending claims for refund of taxes filed by
    the Company or any Subsidiary.

         (d)  Tax Liens.  There are no liens for taxes upon any assets of
    the Company or any Subsidiary other than statutory liens for taxes not yet
    delinquent.

         (e)  All Withholding Requirements Satisfied.  All monies required
    to be withheld by the Company and each Subsidiary and paid to governmental
    agencies for all taxes (including any amounts required to be withheld
    pursuant to Sections 1441 through 1446 of the Code) have been (i)
    collected or withheld and either paid to the respective governmental
    agencies or set aside in accounts for such purpose or (ii) properly
    reflected in the Financial Statements.

         (f)  Request for Rulings.  There are no outstanding requests for
    rulings with any tax or revenue authority that would have a material
    adverse effect on the operations of the Company and its Subsidiaries.

         (g)  Partnerships.  Except as set forth on Exhibit 9.15(g), neither
    the Company nor any Subsidiary owns any interest in any entity that is
    characterized as a partnership under the Code.

    Section 9.16.  Compliance with Laws.  The Company and each of the
Subsidiaries has complied with all laws, regulations and licensing requirements
and has filed with the proper authorities all necessary statements and reports. 
There are no existing violations by the Company, any Subsidiaries or the
Stockholders of any federal, state or local law or regulation that could affect
the property or business of the Company and the Subsidiaries.  The Company and
each of the Subsidiaries possesses all necessary licenses, franchises, permits
and governmental authorizations to conduct its business as now conducted, all of
which are listed on Exhibit 9.16.

    Section 9.17.  Finder's Fee.  Neither the Company, any Subsidiary nor any
Stockholder has incurred any obligation for any finder's, broker's or agent's 
fee in connection with the transactions contemplated hereby.

    Section 9.18.  Litigation.  Except as described on Exhibit 9.18, there are
no legal actions or administrative proceedings or investigations instituted, or,
to the best knowledge of the Company, the Subsidiaries or the Stockholders,
threatened, against or affecting, or that could affect, the Company, any
Subsidiary, any of the Stock, or the business of the Company or any Subsidiary. 
Neither the Company, any Subsidiary nor the Stockholders are (i) subject to any
continuing court or administrative order, writ, injunction or decree applicable
specifically to the Company or any Subsidiary or to their respective business,
assets, operations or employees or (ii) in default with respect to any such
order, writ, injunction or decree.  Neither the Company, any Subsidiary nor the
Stockholders know of any basis for any such action, proceeding or investigation.

    Section 9.19.  Accuracy of Information Furnished.  All information
furnished to ENSERCH by the Company, any Subsidiary or any Stockholder hereby or
in connection with the transactions contemplated hereby is true, correct and
complete in all respects.  Such information states all facts required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which such statements are made, true, correct and complete.

    Section 9.20.  Condition of Fixed Assets.  All of the plants, structures
and equipment (the "Fixed Assets") owned by the Company and the Subsidiaries are
in good condition and repair for their intended use in the ordinary course of
business and conform in all material respects with all applicable ordinances,
regulations and other laws and there are no known latent defects therein.

    Section 9.21.  Inventory.  All of the inventory owned by the Company and
the Subsidiaries is in good, current, standard and merchantable condition. 
Purchase commitments are not in excess of normal requirements and, taken as a
whole, are not at prices in excess of market prices.  The Company and the
Subsidiaries have the types and quantities of inventories appropriate, taken as
a whole, to conduct their respective businesses consistently with past 
practices.

    Section 9.22.  Books of Account.  The books of account of the Company and
the Subsidiaries have been kept accurately in the ordinary course of business,
the transactions entered therein represent bona fide transactions and the
revenues, expenses, assets and liabilities of the Company and the Subsidiaries
have been properly recorded in such books.

    Section 9.23.  Accounts Receivable.  Exhibit 9.23 sets forth the accounts
receivable of the Company and the Subsidiaries from sales made as of May 30,
1995, and the payments and rights to receive payments related thereto.  All such
accounts receivable have arisen from bona fide transactions in the ordinary
course of business and are valid and enforceable claims subject to no right of
set-off or counterclaim.

    Section 9.24.  Distributions and Repurchases.  Except as set forth on
Exhibit 9.24 and except for the redemption of Preferred Stock contemplated by
Section 7.13, no distribution, payment or dividend of any kind has been declared
or paid by the Company or any Subsidiary on any of its capital stock at any 
time.  Except as set forth on Exhibit 9.24, no repurchase of any of the capital 
stock of the Company or any Subsidiary has been approved or effected by the 
Company or any Subsidiary at any time.

    Section 9.25.  Customers.  Set forth on Exhibit 9.25 is a complete and
accurate list of the ten largest customers of the Company and each Subsidiary,
taken as a whole, in terms of sales for each of the last three fiscal years and
the current fiscal year to date, showing, with respect to each, the name, 
address and pricing and sales records relating to such customer.

    Section 9.26.  Suppliers.  Set forth on Exhibit 9.26 is a complete and
accurate list of the ten largest suppliers of the Company and the Subsidiaries,
taken as a whole, in terms of dollar volume of transactions for each of the last
three fiscal years and the current fiscal year to date, showing, with respect to
each, the name, address and aggregate dollar volume of purchases from such
supplier.

    Section 9.27.  Banking Relations.  Set forth on Exhibit 9.27 is a complete
and accurate list of all arrangements that the Company and the Subsidiaries have
with any bank or other financial institution, indicating with respect to each
relationship the type of arrangement maintained (such as checking account,
borrowing arrangements, safe deposit box, etc.) and the person or persons
authorized in respect thereof.

    Section 9.28.  Ownership Interests of Interested Persons.  Except as set
forth on Exhibit 9.28, no officer, supervisory employee, director or stockholder
of the Company or any Subsidiary, or their respective spouses or children, owns
directly or indirectly, on an individual or joint basis, any material interest
in, or serves as an officer or director of, any customer or supplier of the
Company or any Subsidiary, or any organization that has a material contract or
arrangement with the Company or any Subsidiary.

    Section 9.29.  Investments in Competitors.  No Stockholder owns directly
or indirectly any interests or has any investment in any corporation, business
or other person that is a competitor of the Company or any Subsidiary.

    Section 9.30.  Environmental Matters.

    (a)  Environmental Laws.  Neither the Company nor any Subsidiary nor any
of their respective assets is currently in violation of, or subject to any
existing, pending or threatened investigation or inquiry by any governmental
authority or to any remedial obligations under, any laws or regulations
pertaining to health or the environment (hereinafter sometimes collectively
called "Environmental Laws"), including without limitation (i) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Sec.
9601 et seq.), as amended from time to time ("CERCLA") (including without limi-
tation as amended pursuant to the Superfund Amendments and Reauthorization Act 
of 1986), and regulations promulgated under CERCLA, (ii) the Resource Conserva-
tion and Recovery Act of 1976 (42 U.S.C. Sec.6901 et seq.), as amended from 
time to time ("RCRA"), and regulations promulgated thereunder, and 
(iii) statutes, rules or regulations, whether federal, state or local, relating 
to asbestos or polychlorinated biphenyls, and this representation and warranty 
would continue to be true and correct following disclosure to the applicable 
governmental authorities of all relevant facts, conditions and circumstances, if
any, pertaining to the assets and operations of the Company and the 
Subsidiaries.

    (b)  Use of Assets.  To the best knowledge of the Company and Stock-
holders, the assets of the Company and the Subsidiaries have never been used
in a manner that would be in violation of any of the Environmental Laws,
including without limitation CERCLA and RCRA.

    (c)  Permits.  Neither the Company nor any Subsidiary has obtained or is
required to obtain, and neither the Company nor any Subsidiary has any knowledge
of any reason ENSERCH shall be required to obtain, any permits, licenses or
similar authorizations to construct, occupy, operate or use any buildings,
improvements, fixtures and equipment owned or leased by the Company or any
Subsidiary by reason of any Environmental Laws.

    (d)  Superfund List.  To the best knowledge of the Company, the
Subsidiaries and the Stockholders, none of the assets owned or leased by the
Company or any Subsidiary are on any federal or state "Superfund" list or 
subject to any environmentally related liens.

    Section 9.31.  Public Utility Holding Company.  Except as set forth on
Exhibit 9.31, neither the Company nor any Subsidiary is a "public-utility
company" or a "holding company" as defined by the Public Utility Holding Company
Act of 1935, as amended.

                            ARTICLE X.

                        Closing Deliveries

    Section 10.01.  Deliveries of the Company and the Stockholders.  At the
Closing, the Company and the Stockholders shall deliver to ENSERCH the fol-
lowing, all of which shall be in form and content satisfactory to ENSERCH and 
its counsel:

    (a)    certificates representing all of the Stock, duly endorsed and in
proper form for transfer to ENSERCH by delivery under applicable law, or
accompanied by duly executed instruments of transfer in blank;

    (b)   a copy of resolutions of the Board of Directors of the Company
authorizing the execution, delivery and performance of this Agreement and all
related documents and agreements, certified by the Secretary of the Company as
being a true and correct copy of the original thereof subject to no modifica-
tions or amendments;

    (c)  a certificate of the President of the Company, and of each of the
Stockholders, dated the Closing Date, as to the truth and correctness of the
representations and warranties of the Company and the Stockholders, 
respectively, contained herein on and as of the Closing Date;

    (d)  a certificate of the President of the Company, and of each of the 
Stockholders, dated the Closing Date, (i) as to the performance of and com-
pliance by the Company and the Stockholders, respectively, with all covenants 
contained herein on and as of the Closing Date and (ii) certifying as to each 
that all conditions precedent of the Company and the Stockholders to the Closing
have been satisfied; 

    (e)  a certificate of the Secretary of the Company certifying as to the
incumbency of the directors and officers of the Company and as to the signatures
of such directors and officers who have executed documents delivered at the
Closing on behalf of the Company;

    (f)  a certificate, dated within five business days of the Closing Date,
of the Secretary of State of the appropriate jurisdiction establishing that the
Company and each Subsidiary is in existence, has paid all taxes due and owing
such state and otherwise is in good standing to transact business in its state
of incorporation; 

    (g)  certificates, dated within five business days of the Closing Date,
of the Secretaries of State of the states in which the Company or any Subsidiary
is qualified to do business, to the effect that the Company and each Subsidiary,
as the case may be, is qualified to do business and is in good standing as a
foreign corporation in each of such states; 

    (h)  an opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel to
the Company and the Stockholders, dated as of the Closing Date, pursuant to
Section 7.03;

    (i)  all authorizations, consents, approvals, permits and licenses of, or
filings with, any governmental or public body or authority, any lender or lessor
or any other person or entity that is required to authorize, or whose
authorization is required in connection with, the execution, delivery and
performance of this Agreement or the agreements contemplated hereby on the part
of the Company or the Stockholders, including those authorizations, consents,
approvals, permits and licenses referenced on Exhibit 9.03;

    (j)  letters from each of Gibbs, Gates and each of the Trusts to ENSERCH,
in form reasonably acceptable to Gibbs, Gates, each of the Trusts and ENSERCH,
acknowledging to ENSERCH that certain conditions that must be met in order to
qualify for a limited offering exemption under Rule 506 promulgated under the
Securities Act have been met;

    (k)  an executed Employment Agreement between ENSERCH Energy Services,
Inc. and each Key Employee as required by Section 7.10;

    (l)  resignations of all the directors and officers of the Company and the
Subsidiaries;

    (m)  termination of any powers of attorney given by the Company or any
Subsidiary;

    (n)  a release of claims of the Stockholders as required by Section 7.08;

    (o)  a termination of the Stockholders' Agreement;

    (p)  evidence of the disposition of the public utilities called for in
Section 7.12;

    (q)  evidence of the full exercise of the Warrants and any rights of the
Stockholders contained therein;

    (r)  evidence of the Redemption;

    (s)  evidence of the repayment or transfer of the Stockholders' loans
called for in Section 7.08;

    (t)  evidence that the Company owns 100% of each of DGS/IESCO Inc. and
Industrial Energy Services Company; and

    (u)  such other instrument or instruments of transfer as shall be
necessary or appropriate, as ENSERCH or its counsel shall reasonably request, to
vest in ENSERCH title to the Stock free and clear of all security interests,
liens, adverse claims, encumbrances, equities, proxies, options or stockholders'
agreements.

    Section 10.02.  Deliveries of ENSERCH.  At the Closing, ENSERCH shall
deliver the following to the Stockholders or the appropriate party:

    (a)  Certificates representing the ENSERCH Shares;

    (b)   a copy of the resolutions of the Board of Directors of ENSERCH
authorizing the execution, delivery and performance of this Agreement and all
related documents and agreements, certified by ENSERCH's Secretary as being a
true and correct copy of the original thereof subject to no modifications or
amendments;

    (c)  a certificate of the President or a Vice President of ENSERCH, dated
the Closing Date, as to the truth and correctness of the representations and
warranties of ENSERCH contained herein on and as of the Closing Date;

    (d)  a certificate of the President or a Vice President of ENSERCH, dated
the Closing Date, (i) as to the performance of and compliance by ENSERCH with 
all covenants contained herein on and as of the Closing Date and (ii) certifying
that all conditions precedent of ENSERCH to the Closing have been satisfied;

    (e)  a certificate of the Secretary of ENSERCH certifying as to the
incumbency of the directors and officers of ENSERCH and as to the signatures of
such directors and officers who have executed documents delivered at the Closing
on behalf of ENSERCH; 

    (f)  a certificate, dated within five business days of the Closing Date,
of the Secretary of State of Texas, establishing that ENSERCH is in existence,
has paid all taxes due and owing such state and otherwise is in good standing to
transact business in such state; 

    (g)  an opinion of Jackson & Walker, L.L.P., counsel to ENSERCH, dated as
of the Closing Date pursuant to Section 8.06;

    (h)  an executed Registration Rights Agreement relating to the resale of
the ENSERCH Shares in the form attached as Exhibit 10.02(h) (the "Registration
Rights Agreement"); and

    (i)  an executed Employment Agreement between ENSERCH Energy Services,
Inc. and each Key Employee.

                           ARTICLE XI.

                       Post Closing Matters

    Section 11.01.  Further Instruments of Transfer.  Following the Closing, at
the request of ENSERCH, the Stockholders shall deliver any further instruments
of transfer and take all such reasonable actions as may be necessary or
appropriate to (i) vest in ENSERCH title to the Stock free and clear of all
security interests, liens, adverse claims, encumbrances, equities, proxies,
options or stockholders' agreements and (ii) carry out more effectively the
provisions of this Agreement and to establish and protect the rights created in
favor of the parties hereunder or thereunder.

    Section 11.02.  Sale of ENSERCH Shares.  The Stockholders agree that they
shall not sell, convey or otherwise transfer any of the ENSERCH Shares acquired
pursuant to this Agreement unless such transfer has been registered under the
Securities Act and any applicable state securities laws or an exemption from 
such registration is available.

    Section 11.03.  Pooling of Interests.  No Stockholder shall directly or
indirectly sell, transfer, assign or dispose of or in any other way reduce his
or its risk relative to any ENSERCH Shares received in the business combination
contemplated by this Agreement until ENSERCH issues the Earnings Release.

    Section 11.04.  Financial Results Press Release.  ENSERCH shall issue as
promptly as practicable the Earnings Release stating the combined operating
results of ENSERCH and the Company covering the full calendar month during which
the actual Closing occurs.  In any event, ENSERCH shall issue the Earnings
Release no later than 31 days after the end of the full calendar month during
which the actual Closing occurs.

    Section 11.05.  Operations of the Company.  It is ENSERCH's present intent,
following the Closing, to continue the historic business of the Company or use
a significant portion of the Company's assets in a business.

    Section 11.06.  Registration of the ENSERCH Shares.  ENSERCH will register
the ENSERCH Shares in accordance with the Registration Rights Agreement.

    Section 11.07.  Restrictive Legends.  A restrictive legend in the form
attached hereto as Exhibit 11.07 will be placed on each certificate representing
the ENSERCH Shares delivered to a Stockholder and a notation shall be made in 
the appropriate records of ENSERCH indicating that such shares are subject to
restrictions on transfer.  ENSERCH shall cause the portion of the legend dealing
with (i) the restrictions based on this Agreement to be removed on the day the
Earnings Release is made and (ii) the restrictions based on securities laws to
be removed when the relevant shares are sold under either a registration
statement or an exemption from the securities laws.

                           ARTICLE XII.

                             Remedies

    Section 12.01.  Indemnification by the Stockholders and the
Company.  Subject to the terms and conditions of this Article, each Stockholder
severally agrees to indemnify, defend and hold ENSERCH and its directors,
officers, agents, attorneys and Affiliates harmless from and against all losses,
claims, obligations, demands, assessments, penalties, liabilities, costs,
damages, attorneys' fees and expenses (collectively, "Damages"), asserted 
against or incurred by such indemnitees by reason of or resulting from a breach 
of any representation, warranty or covenant of the Stockholders contained 
herein, in any exhibit, schedule, certificate or financial statement delivered 
hereunder, or in any agreement executed by the Stockholders in connection with 
the transactions contemplated hereby.  The Stockholders shall only be required 
to provide indemnification with regard to claims based on Section 3.09 and 
Section 3.10 to the extent the aggregate amount of claims under Section 3.09 and
Section 3.10 exceed $100,000.  The maximum amount of indemnification that the 
Stockholders shall be required to provide with regard to Section 3.09 is 
$1,000,000.  The maximum amount of indemnification that the Stockholders shall 
be required to provide with regard to Section 3.10 is $1,250,000.  If any event 
results in the breach of a representation, warranty or covenant of one or more, 
but not all, of the Stockholders, the Stockholders who have breached the 
representation, warranty or covenant shall be liable for the entire amount of 
ENSERCH's Damages, but each breaching Stockholder's liability shall be in 
proportion to that breaching Stockholder's ownership of Common Stock, as set 
forth on Exhibit 3.01(b), compared to the ownership of Common Stock, as set 
forth on Exhibit 3.01(b), of all the Stockholders who breached the 
representation, warranty or covenant.  If any event results in the breach 
of a representation, warranty or covenant of all the Stockholders, the 
Stockholders shall be liable for the entire amount of ENSERCH's Damages 
in proportion to their ownership of the Stock as set forth on Exhibit
3.01(b).  The representations and warranties contained in Sections 3.01,
3.05(b), 3.06, 3.07, 3.08, 3.12 and 3.13 are individual representations and
warranties of the Stockholders, and any damages resulting from the breach of any
such representation or warranty shall be born solely by the Stockholder
committing the breach.  For the purposes of this Agreement, Carroll, Carroll
Group and each of the Trusts shall be jointly and severally responsible for any
breach of the representations, warranties and covenants by any other member of
that group.  Subject to the terms and conditions of this Article, the Company
agrees to indemnify, defend and hold ENSERCH and its directors, officers, 
agents, attorneys and Affiliates harmless from and against all Damages asserted 
against or incurred by such indemnitees by reason of or resulting from a breach 
of any representation, warranty or covenant of the Company contained herein, in 
any exhibit, schedule, certificate or financial statement delivered hereunder, 
or in any agreement executed by the Company in connection with the transactions
contemplated hereby.  The Company shall only be liable for Damages if the 
Closing does not occur.  Any liability of the Company shall in no way affect the
liability of any Stockholder.

    In the event any Stockholder is required to provide indemnification
pursuant to this  Section 12.01 other than with respect to Damages relating to
Sections 3.09 and 3.10, such indemnification shall in no event exceed the fair
market value of the ENSERCH Shares received by such Stockholder, as measured by
the closing price of ENSERCH Common Stock on the New York Stock Exchange on the
Closing Date.

    Section 12.02.  Indemnification by ENSERCH.  Subject to the terms and
conditions of this Article, ENSERCH hereby agrees to indemnify, defend and hold
the Stockholders and their agents, attorneys and Affiliates harmless from and
against all Damages asserted against or incurred by any of such indemnitees by
reason of or resulting from a breach of any representation, warranty or covenant
of ENSERCH contained herein or in any exhibit, schedule or certificate delivered
hereunder, or in any agreement executed in connection with the transactions
contemplated hereby.

    In the event ENSERCH is required to provide indemnification pursuant to
this  Section 12.02, such indemnification shall in no event exceed the fair
market value of the ENSERCH Shares as measured by the closing price of ENSERCH
Common Stock on the New York Stock Exchange on the Closing Date.

    Section 12.03.  Conditions of Indemnification.  The respective obligations
and liabilities of the Stockholders and ENSERCH (the "indemnifying party") to
ENSERCH and the Stockholders, respectively (the "party to be indemnified"), 
under Sections 12.01 and 12.02 with respect to claims resulting from the 
assertion of liability by third parties shall be subject to the following terms 
and conditions:

    (a)  Within 20 days (or such earlier time as might be required to avoid
prejudicing the indemnifying party's position) after receipt of notice of
commencement of any action evidenced by service of process or other legal
pleading, the party to be indemnified shall give the indemnifying party written
notice thereof together with a copy of such claim, process or other legal
pleading, and the indemnifying party shall have the right to undertake the
defense thereof by representatives of its own choosing and at its own expense;
provided that the party to be indemnified may participate in the defense with
counsel of its own choice, the fees and expenses of which counsel shall be paid
by the party to be indemnified unless (i) the indemnifying party has agreed to
pay such fees and expenses, (ii) the indemnifying party has failed to assume the
defense of such action or (iii) the named parties to any such action (including
any impleaded parties) include both the indemnifying party and the party to be
indemnified and the party to be indemnified has been advised by counsel that
there may be one or more legal defenses available to it that are different from
or additional to those available to the indemnifying party (in which case, if 
the party to be indemnified informs the indemnifying party in writing that it 
elects to employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the party to be indemnified, it being understood, however, that the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising 
out of the same general allegations or circumstances, be liable for the 
reasonable fees and expenses of more than one separate firm of attorneys at 
any time for the party to be indemnified, which firm shall be designated in 
writing by the party to be indemnified).  Notwithstanding the other provisions 
of this subsection (a), the indemnifying party will not be obligated to pay the 
fees and expenses of more than one counsel with respect to any claim, unless in 
the reasonable judgment of any indemnified party a conflict of interest may 
exist between such indemnified party and any other indemnified party with 
respect to such claim, in which event the indemnifying party shall be obligated 
to pay the fees and expenses of one additional counsel.

    (b)  In the event that the indemnifying party, by the 30th day after
receipt of notice of any such claim (or, if earlier, by the 10th day preceding
the day on which an answer or other pleading must be served in order to prevent
judgment by default in favor of the person asserting such claim), does not elect
to defend against such claim, the party to be indemnified shall (upon further
notice to the indemnifying party) have the right to undertake the defense,
compromise or settlement of such claim on behalf of and for the account and risk
of the indemnifying party and at the indemnifying party's expense, subject to 
the right of the indemnifying party to assume the defense of such claims at any 
time prior to settlement, compromise or final determination thereof.

    (c)  Notwithstanding the foregoing, the indemnifying party shall not
settle any claim without the consent of the party to be indemnified unless such
settlement involves only the payment of money and the claimant provides to the
party to be indemnified a release from all liability in respect of such claim. 
If the settlement of the claim involves more than the payment of money, the
indemnifying party shall not settle the claim without the prior consent of the
party to be indemnified.

    (d)  The party to be indemnified and the indemnifying party shall each
cooperate with all reasonable requests of the other.

    Section 12.04.  Waiver.  No waiver by any party of any default or breach by
another party of any representation, warranty, covenant or condition contained
in this Agreement, any exhibit or any document, instrument or certificate
contemplated hereby shall be deemed to be a waiver of any subsequent default or
breach by such party of the same or any other representation, warranty, covenant
or condition.  No act, delay, omission or course of dealing on the part of any
party in exercising any right, power or remedy under this Agreement or at law or
in equity shall operate as a waiver thereof or otherwise prejudice any of such
party's rights, powers and remedies.  All remedies, whether at law or in equity,
shall be cumulative and the election of any one or more shall not constitute a
waiver of the right to pursue other available remedies.

    Section 12.05.  Remedies Not Exclusive.  The remedies provided in this
Article shall not be exclusive of any other rights or remedies available to one
party against the other, either at law or in equity.

    Section 12.06.  Costs, Expenses and Legal Fees.  Whether or not the
transactions contemplated hereby are consummated, each party hereto shall bear
its own costs and expenses (including attorneys' fees and expenses), except that
each party hereto that is shown to have breached this Agreement or any other
agreement contemplated hereby agrees to pay the costs and expenses (including
reasonable attorneys' fees and expenses) incurred by any other party in
successfully (i) enforcing any of the terms of this Agreement or any other
agreement contemplated hereby against such breaching party or (ii) proving that
another party breached any of the terms of this Agreement or any other agreement
contemplated hereby.

    Section 12.07.  Specific Performance.  the Company and the Stockholders
acknowledge that a refusal by the Company or the Stockholders to consummate the
transactions contemplated hereby shall cause irreparable harm to ENSERCH, for
which there may be no adequate remedy at law and for which the ascertainment of
damages would be difficult.  Therefore, ENSERCH shall be entitled, in addition
to, and without having to prove the inadequacy of, other remedies at law, to
specific performance of this Agreement, as well as injunctive relief (without
being required to post bond or other security).

                          ARTICLE XIII.

                           Termination

    Section 13.01.  Termination.  This Agreement may be terminated:

    (a)  At any time prior to August 31, 1995, by mutual agreement of all
parties.

    (b)  At any time prior to August 31, 1995, by ENSERCH if any
representation or warranty of the Company or the Stockholders contained in this
Agreement or in any certificate or other document executed and delivered by the
Company pursuant to this Agreement is or becomes untrue or breached in any
material respect or if the Company or the Stockholders fail to comply in any
material respect with any covenant contained herein, and any such
misrepresentation, noncompliance or breach is not cured, waived or eliminated
within ten business days after notice by ENSERCH.

    (c)  At any time prior to August 31, 1995, by the Company if any
representation or warranty of ENSERCH contained in this Agreement or in any
certificate or other document executed and delivered by ENSERCH pursuant to this
Agreement is or becomes untrue or breached in any material respect or if ENSERCH
fails to comply in any material respect with any covenant contained herein, and
any such misrepresentation, noncompliance or breach is not cured, waived or
eliminated within ten business days after notice by the Company.

    (d)  After August 31, 1995, by ENSERCH if the conditions stated in Article
VII or Article IX have not been satisfied by the Closing Date.

    (e)  After August 31, 1995, by the Stockholders if the conditions stated
in Article VIII have not been satisfied by the Closing Date.

In the event this Agreement is terminated pursuant to subparagraph (b), (c), (d)
or (e) above, ENSERCH, the Company and the Stockholders shall each be entitled
to pursue, exercise and enforce any and all remedies, rights, powers and
privileges available at law or in equity.  In the event of a termination of this
Agreement under the provisions of this Article, a party not then in material
breach of this Agreement shall stand fully released and discharged of any and
all obligations under this Agreement.

                           ARTICLE XIV.

                          Miscellaneous

    Section 14.01.  Amendment.  This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by all the parties 
hereto.

    Section 14.02.  Assignment.  Neither this Agreement nor any right created
hereby or in any agreement entered into in connection with the transactions
contemplated hereby shall be assignable by any party hereto, except by ENSERCH
to an Affiliate of ENSERCH.  In the event of an assignment by ENSERCH to an
Affiliate of ENSERCH, ENSERCH shall remain liable for all of its obligations
hereunder.

    Section 14.03.  Parties In Interest; No Third Party Beneficiaries.  Except
as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective heirs, legal
representatives, successors and assigns of the parties hereto.  Neither this
Agreement nor any other agreement contemplated hereby shall be deemed to confer
upon any person not a party hereto or thereto any rights or remedies hereunder
or thereunder.

    Section 14.04.  Entire Agreement.  This Agreement and the agreements
contemplated hereby constitute the entire agreement of the parties regarding the
subject matter hereof, and supersede all prior agreements and understandings,
both written and oral, among the parties, or any of them, with respect to the
subject matter hereof.

    Section 14.05.  Severability.  If any provision of this Agreement is held
to be illegal, invalid or unenforceable under present or future laws effective
during the term hereof, such provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision never comprised a part hereof; and the remaining provi-
sions hereof shall remain in full force and effect and shall not be affected by
the illegal, invalid or unenforceable provision or by its severance herefrom. 
Furthermore, in lieu of such illegal, invalid or unenforceable provision, there
shall be added automatically as part of this Agreement a provision as similar in
its terms to such illegal, invalid or unenforceable provision as may be possible
and be legal, valid and enforceable.

    Section 14.06.  Survival of Representations, Warranties and Covenants.  The
representations and warranties contained in Sections 3.01, 3.02, 3.10, 4.01, 
4.02 and 4.05 shall survive the Closing indefinitely.  The covenants con-
tained in Articles V, VI and XI and the representations and warranties contained
in Articles III and IV (other than Sections 3.01, 3.02, 3.10, 4.01, 4.02 and 
4.05) shall survive the Closing for a period of two years.  All other represen-
tations, warranties and covenants contained herein shall not survive the 
Closing.

    Section 14.07.  Governing Law.  This Agreement and the rights and obli-
gations of the parties hereto shall be governed by and construed and enforced
in accordance with the substantive laws (but not the rules governing conflicts
of laws) of the State of Texas.  The parties agree that this Agreement shall be
performable in Dallas County, Texas.

    Section 14.08.  Captions.  The captions in this Agreement are for
convenience of reference only and shall not limit or otherwise affect any of the
terms or provisions hereof.

    Section 14.09.  Gender and Number.  When the context requires, the gender
of all words used herein shall include the masculine, feminine and neuter and 
the number of all words shall include the singular and plural.

    Section 14.10.  Reference to Agreement.  Use of the words "herein",
"hereof", "hereto" and the like in this Agreement shall be construed as
references to this Agreement as a whole and not to any particular Article,
Section or provision of this Agreement, unless otherwise noted.

    Section 14.11.  Confidentiality; Publicity and Disclosures.  Each party
shall keep this Agreement and its terms confidential, and shall make no press
release or public disclosure, either written or oral, regarding the transactions
contemplated by this Agreement without the prior knowledge and consent of the
other parties hereto; provided that the foregoing shall not prohibit any
disclosure (i) by press release, filing or otherwise that is required by federal
securities laws or the rules of the New York Stock Exchange (however, ENSERCH
shall use its best efforts to give the Stockholders a copy of such a disclosure
at the same time it is released to the public) and (ii) to attorneys,
accountants, investment bankers or other agents of the parties assisting the
parties in connection with the transactions contemplated by this Agreement.  

    Section 14.12.  Notice.  Any notice or communication hereunder or in any
agreement entered into in connection with the transactions contemplated hereby
must be in writing and given by depositing the same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested, or by delivering the same in person or
by facsimile transmission.  Such notice shall be deemed received on the date on
which it is hand-delivered or received by facsimile transmission or on the third
business day following the date on which it is so mailed.  For purposes of
notice, the addresses of the parties shall be:

         If to ENSERCH:   ENSERCH Corporation
                          ENSERCH Center
                          300 South St. Paul Street
                          Dallas, Texas  75201
                          Attention:  Michael G. Fortado
                          Fax No. (214) 670-2097

         with a copy to:  Jackson & Walker, L.L.P.
                          901 Main Street 
                          Suite 6000
                          Dallas, Texas  75202
                          Attention:  Fred W. Fulton
                          Fax No. (214) 653-6115

         If to Carroll,  The Phoenix Tower
         Carroll Group,  3200 Southwest Freeway
         a Trust, Gibbs or Suite 3100
         Gates:          Houston, Texas 77027
                         Attention: Jonathan Carroll
                         Fax No. (713) 622-2345

         with a copy to: Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                         711 Louisiana, Suite 1800
                         Houston, Texas  77002
                         Attention:  Douglas C. Atnipp
                         Fax No. (713) 236-0822

         If to Apollo or Apollo Advisors, L.P.
         Savant:         1999 Avenue of the Stars
                         Suite 1900
                         Los Angeles, California 90067
                         Attention:  Michael D. Weiner
                         Fax No. (310) 201-4166

Any party may change its address for notice by written notice given to the other
parties in accordance with this Section.

    Section 14.13.  Choice of Forum.  The parties hereto agree that should any
suit, action or proceeding arising out of this Agreement be instituted by any
party hereto (other than a suit, action or proceeding to enforce or realize upon
any final court judgment arising out of this Agreement), such suit, action or 
proceeding shall be instituted only in a state or federal court in Dallas 
County, Texas.  Each of the parties hereto consents to the in personam jurisdic-
tion of any state or federal court in Dallas County, Texas and waives any 
objection to the venue of any such suit, action or proceeding.  The parties 
hereto recognize that courts outside Dallas County, Texas may also have juris-
diction over suits, actions or proceedings arising out of this Agreement, and in
the event that any party hereto shall institute a proceeding involving this 
Agreement in a jurisdiction outside Dallas County, Texas, the party instituting 
such proceeding shall indemnify any other party hereto for any losses and 
expenses that may result from the breach of the foregoing covenant to institute 
such proceeding only in a state or federal court in Dallas County, Texas, 
including without limitation any additional expenses incurred as a result of 
litigating in another jurisdiction, such as reasonable fees and expenses of 
local counsel and travel and lodging expenses for parties, witnesses, experts 
and support personnel.

    Section 14.14.  Service of Process.  Service of any and all process that
may be served on any party hereto in any suit, action or proceeding arising out
of this Agreement may be made in the manner and to the address set forth in
Section 14.12 and service thus made shall be taken and held to be valid personal
service upon such party by any party hereto on whose behalf such service is 
made.

    Section 14.15.  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.

    Section 14.16.  Effective Closing Date.  The transactions contemplated by
this Agreement shall be deemed to have been completed on June 30, 1995, for
accounting and tax purposes.  However, where the Agreement refers to the Closing
or the Closing Date, such date shall be the actual date of the closing and shall
not be deemed to be June 30, 1995.  The calendar month used for establishing the
financial results covering at least 30 days of post-Closing combined operations
of ENSERCH and the Company upon which the Earnings Release is based shall be the
calendar month during which the Closing actually occurs.

    EXECUTED as of the date first above written.

                                  ENSERCH Corporation

                                  By:  /s/ G. R. Bryan

                                  Its: Senior Vice President

                                  DGS Holdings Corp.

                                  By:  /s/ Jonathan P. Carroll

                                  Its: President

                                  Carroll Group, Inc.

                                  By:  /s/ Jonathan P. Carroll

                                       Jonathan P. Carroll, President

                                  /s/ Jonathan P. Carroll

                                  Jonathan P. Carroll

                                  Jonathan Pitts Carroll 1995
                                  Grantor Annuity Trust

                                  By:  /s/ Napoleon Davis

                                       Napoleon Davis, Trustee

                                  Gina Leanne Carroll 1995
                                  Grantor Annuity Trust

                                  By:  /s/ Napoleon Davis

                                       Napoleon Davis, Trustee

                                  Jonathan and Gina Carroll
                                  1995 Family Trust

                                  By   /s/ Napoleon Davis

                                       Napoleon Davis, Trustee

                                  Savant Enterprises Partners, L.P.

                                  By:  AIF II, L.P.,
                                       Its General Partner

                                  By:  Apollo Advisors, L.P.,
                                       Its Managing General Partner

                                  By:  Apollo Capital Management,
                                       Inc.,
                                       Its General Partner

                                       By:  /s/

                                            Vice President

                                  Apollo Investment Fund, L.P.

                                  By:  Apollo Advisors, L.P.,
                                       Its Managing General Partner

                                  By:  Apollo Capital Management,
                                       Inc.,
                                       Its General Partner

                                       By:  /s/

                                            Vice President

                                  /s/ Michael C. Gibbs

                                  Michael C. Gibbs

                                  /s/ Kevin Gates

                                  Kevin Gates 

Basic Info X:

Name: C. Gibbs ("Gibbs"), Kevin Gates ("Gates") (Carroll, Carroll Group and the Trusts
Type: trust
Date: Aug. 8, 1995
Company: TXU GAS CO
State: Texas

Other info:

Date:

  • February 22 , 1991
  • June 29 , 1995
  • December 31 , 1994
  • March 24 , 1995
  • May 5 , 1995
  • June 15 , 1995
  • July 9 , 1995
  • November 30 , 1994
  • March 31 , 1995
  • 1441 through 1446
  • May 30 , 1995
  • August 31 , 1995
  • June 30 , 1995

Organization:

  • the Common Stock of Carroll Group
  • 1995 Grantor Annuity Trust
  • Common Stock or Preferred Stock
  • Regency Gas Company
  • Covenants The Management Stockholders
  • Material Adverse Change
  • Sale of Stockholder Notes
  • Due Diligence Completion Notice
  • Certificate of Incorporation
  • b Compensation Plans
  • Employee Benefit Plans
  • c Employment Agreements
  • Internal Revenue Service
  • Pension Benefit Guaranty Company
  • k Medical and Dental Care Claims
  • Termination of Commitment
  • Trademarks , Service Marks
  • b Conflicting Rights of Third Parties
  • Due Diligence Conditions
  • e All Withholding Requirements Satisfied
  • Ownership Interests of Interested Persons
  • Comprehensive Environmental Response
  • Public Utility Holding Company
  • Board of Directors of the Company
  • Secretaries of State
  • Hauer & Feld , L.L.P.
  • Industrial Energy Services Company
  • Board of Directors of ENSERCH
  • Secretary of State
  • Jackson & Walker , L.L.P.
  • ENSERCH Energy Services , Inc.
  • Further Instruments of Transfer
  • Financial Results Press Release
  • Registration Rights Agreement
  • ENSERCH Common Stock
  • No Third Party Beneficiaries
  • New York Stock Exchange
  • ENSERCH Corporation ENSERCH
  • The Phoenix Tower Carroll Group
  • Douglas C. Atnipp Fax No
  • DGS Holdings Corp.
  • Carroll Group , Inc.
  • Trustee Savant Enterprises Partners
  • Apollo Capital Management , Inc.

Location:

  • Delaware
  • Gibbs
  • United States
  • South St. Paul Street Dallas
  • Louisiana
  • Houston
  • Los Angeles
  • California
  • Dallas County
  • Texas
  • L.P.

Money:

  • $ 4.45
  • $ .01
  • $ 18,666.62
  • $ 50,000
  • $ 4,000,000
  • $ 1,333.33
  • $ 25,000
  • $ 100,000
  • $ 1,000,000
  • $ 1,250,000

Person:

  • Larry Horan
  • Michael G. Fortado
  • Fred W. Fulton
  • Jonathan Carroll
  • Strauss
  • Michael D. Weiner
  • s G. R. Bryan
  • Jonathan P. Carroll Jonathan P. Carroll Jonathan Pitts Carroll
  • Gina Leanne Carroll
  • Gina Carroll
  • Napoleon Davis Napoleon Davis
  • Michael C. Gibbs Michael C. Gibbs
  • Kevin Gates Kevin Gates

Time:

  • 10:00 a.m.

Percent:

  • 50 %
  • 12 %
  • 100 %