<PAGE>

                                                                  Exhibit 10(l)


CONFIDENTIAL TREATMENT REQUESTED.  CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.




                           MASTER FRAMEWORK AGREEMENT



                                     between



                         ONCOR ELECTRIC DELIVERY COMPANY



                                       and



                               CAPGEMINI ENERGY LP





                               Dated May 17, 2004



<PAGE>








                           MASTER FRAMEWORK AGREEMENT

         This Master Framework Agreement (this "Master Agreement") is entered
into effective May 17, 2004 (the "Master Agreement Effective Date") by and
between ONCOR ELECTRIC DELIVERY COMPANY, a Texas corporation having a principal
place of business at Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201
("Oncor"), and CAPGEMINI ENERGY LP, a Delaware limited partnership having a
principal place of business at 7701 Las Colinas Ridge, Irving, Texas 75063
("Vendor").

         WHEREAS, the purpose of this Master Agreement is to establish the
overall contractual framework for Oncor's and Vendor's relationship and set
forth terms and conditions that apply to all Services provided by Vendor;

         WHEREAS, simultaneous with entering into this Master Agreement, Oncor
and Vendor have entered into the IT Services Agreement pursuant to which Vendor
shall provide certain information technology services to Oncor and the Eligible
Recipients;

         WHEREAS, simultaneous with entering into this Master Agreement, Oncor
and Vendor have entered into the Procurement Services Agreement pursuant to
which Vendor shall provide certain procurement services to Oncor and the
Eligible Recipients;

         WHEREAS, simultaneous with entering into this Master Agreement, Oncor
and Vendor have entered into the Revenue Management Services Agreement pursuant
to which Vendor shall provide certain revenue management services to Oncor and
the Eligible Recipients;

         WHEREAS, simultaneous with entering into this Master Agreement, Oncor
and Vendor have entered into the HR Services Agreement pursuant to which Vendor
shall provide certain human resources services to Oncor and the Eligible
Recipients;

         WHEREAS, simultaneous with entering into this Master Agreement, Oncor
and Vendor have entered into the Customer Care Services Agreement pursuant to
which Vendor shall provide certain customer care and call center services to
Oncor and the Eligible Recipients;

         WHEREAS, simultaneous with entering into this Master Agreement, Oncor
and Vendor have entered into the Finance and Accounting Services Agreement
pursuant to which Vendor shall provide certain finance and accounting services
to Oncor and the Eligible Recipients; and

         WHEREAS, Oncor may request that Vendor provide certain other services
to Oncor and the Eligible Recipients pursuant to an Initial Services Agreement
or a New Services Agreement.

         NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and of other good and valid consideration, the receipt and
sufficiency of which is hereby acknowledged, Oncor and Vendor (collectively, the
"Parties" and each, a "Party") hereby agree as follows:

<PAGE>

1.       CONDITIONS PRECEDENT, BACKGROUND AND OBJECTIVES

1.1      Vendor acknowledges that this Agreement shall not be effective unless
         and until Vendor Parent has executed and delivered a Guarantee in favor
         of Oncor in the form of Exhibit 6.

1.2      Services and Goals and Objectives. Oncor desires that certain services
         presently performed and managed by or for Oncor, and certain additional
         services, as such services are described in the Services Agreements, be
         performed and managed by Vendor. The Parties agree that certain goals
         and objectives of the Parties in entering into this Agreement are to:

         (a)      reduce Oncor's capital, operating, general and administrative
                  expenses;

         (b)      implement common technology and processes across Oncor;

         (c)      eliminate duplication across Oncor;

         (d)      allow Oncor to focus on its core competencies and allow Oncor
                  management to focus on business relationships and
                  requirements;

         (e)      provide Oncor with the flexibility to adapt rapidly to
                  changing requirements and changes in the Oncor business
                  environment;

         (f)      provide Oncor a fixed fee for Services with a mechanism to
                  adjust fees for changes in volume; and

         (g)      provide Vendor the opportunity to establish a safe and secure
                  platform from which to service multiple clients.

1.3      Interpretation.

         (a)      General. The provisions of this Article are intended to be a
                  general introduction to this Agreement and are not intended to
                  expand the scope of the Parties' obligations or alter the
                  plain meaning of this Agreement's terms and conditions, as set
                  forth hereinafter. However, to the extent the terms and
                  conditions of this Agreement are unclear or ambiguous, such
                  terms and conditions are to be construed so as to be
                  consistent with the background and objectives set forth in
                  this Article.

         (b)      Eligible  Recipients.  The Eligible  Recipients not Controlled
                  by Oncor as of the Master  Agreement  Effective  Date are set
                  forth on Exhibit 10. Upon Oncor's request, Vendor shall
                  provide the Services to Eligible  Recipients,  provided that
                  Eligible  Recipients  that are not  Controlled by Oncor agree
                  with Oncor to be bound by the terms of this  Agreement.
                  For purposes of this Agreement,  Services provided to an
                  Eligible  Recipient  shall be deemed  Services  provided to
                  Oncor.  To the  extent  an  Eligible  Recipient  is,  or was
                  at any time during the Term, receiving Services, (1)references
                  to Oncor shall include such Eligible Recipient(including for
                  purposes of the business,  operations, policies, procedures,
                  rules, standards and the like of Oncor and the indemnities
                  under  this  Agreement), (2) references to Services being
                  performed for or provided to, or received by or used by, Oncor

<PAGE>

                  shall include the performance of such Services for and
                  provision of such Services to, and the receipt of and use of
                  such Services by, such Eligible Recipient and (3) Oncor shall
                  be responsible for such Eligible Recipient's compliance with
                  this Agreement.  Notwithstanding the immediately preceding
                  sentence, Eligible Recipients are neither authorized to direct
                  or instruct Vendor nor to act for or on behalf of Oncor
                  (including  by  providing  notices,  approvals,  consents,
                  waivers or the like),  in each case unless Oncor has notified
                  Vendor that an Eligible  Recipient is so  authorized.
                  Vendor will not be liable for any failure to act(or any delay
                  associated  therewith) in any circumstance where Oncor
                  has failed to properly  authorize  such action in accordance
                  with the preceding sentences.  Without limiting the
                  generality of the foregoing, in all circumstances under this
                  Agreement,  Oncor will be Vendor's sole point of contact
                  regarding the Services.

2.      DEFINITIONS AND DOCUMENTS

2.1     Definitions. The terms used with initial capital letters in this
        Agreement shall have the meanings ascribed to them in this Agreement,
        Exhibit 1 or the applicable Services Agreement.

2.2     Other Terms. The defined terms include the plural as well as the
        singular and the derivatives of such terms. The term "Agreement" shall
        be read and understood to mean this Master Agreement and each Services
        Agreement entered into hereunder, unless otherwise specified. Unless
        otherwise expressly stated, the words "herein," "hereof," and
        "hereunder" and other words of similar import when used in this
        Agreement (including the Services Agreements)refer to this Agreement
        (or the applicable Services Agreement) as a whole and not to any
        particular Article, Section, Subsection or other subdivision. Article,
        Section, Subsection and Attachment references refer to articles,
        sections and subsections of, and attachments to, this Agreement (or if
        used in a Services Agreement, to such Services Agreement). The words
        "include" and "including" shall not be construed as terms of limitation.
        The words "day," "month," and "year" mean, respectively, calendar day,
        calendar month and calendar year; provided that the word "day" shall
        mean business day when referring to a period of less than 30 days. As
        stated in Section 19.3, the word "notice" and "notification" and their
        derivatives shall mean notice or notification in writing. Other terms
        used in this Agreement are defined in the context in which they are used
        and shall have the meanings there indicated.

2.3     Services Agreements and Field Services.

        (a)       Simultaneously with entering into this Agreement, Oncor and
                  Vendor have entered into the Initial Services Agreements. Each
                  of the Initial Services Agreements incorporates by reference
                  the terms of this Agreement. Oncor may request that Vendor
                  provide New Services. The Parties shall work to complete and
                  execute either (i) a New Services proposal (in accordance with
                  Section 10.5(a)) or (ii) a New Services Agreement, to address
                  Vendor's provision of such services.

        (b)       The Parties acknowledge that during the six month period
                  following Master Agreement Effective Date, Vendor shall have
                  an exclusive opportunity to propose and negotiate terms and
                  conditions for field services, and enter into a Services

<PAGE>

                  Agreement with respect thereto. Oncor agrees that in the event
                  the Parties do not enter into such Services Agreement within
                  such six month period, then at any time during the first seven
                  years of the Term, Vendor shall have the right to match the
                  terms and conditions of any third party offering to provide
                  such field services, and if Vendor matches such terms and
                  conditions, then Oncor shall enter into a Services Agreement
                  with Vendor on such terms and conditions.

3.       TERM

3.1      Initial Term. The initial term of this Master Agreement shall commence
         as of 12:00:01 a.m., Central time on the Master Agreement Effective
         Date and continue until 11:59:59 p.m., Central time, on June 30, 2014,
         unless this Master Agreement is terminated earlier as provided herein,
         in which case the initial term shall end at 11:59:59 p.m., Central
         time, on the effective date of such termination (the "Initial Term").

3.2      Extension. If Oncor desires to renew this Master Agreement after the
         Initial Term or any Renewal Term, Oncor shall provide written notice to
         Vendor of its desire to do so at least one hundred and eighty (180)
         days prior to the expiration of the Initial Term or the then current
         Renewal Term. Unless Vendor notifies Oncor within 5 days that Vendor
         does not desire to renew this Master Agreement, the Parties shall
         thereafter negotiate with respect to the terms and conditions upon
         which the Parties may renew this Master Agreement and if the Parties
         reach agreement thereafter execute such renewal (each, a "Renewal
         Term"). In the event the Parties are unable to reach agreement and
         execute such renewal at least thirty (30) days prior to the expiration
         of the Initial Term or the then current Renewal Term, Oncor may, at its
         sole option, extend the Initial Term or the then current Renewal Term
         for one additional period of up to twelve (12) months on terms and
         conditions then in effect; provided that the then current Charges shall
         be increased by CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY
         WITH THE COMMISSION during such period. The Initial Term and the
         Renewal Terms, if any, are collectively referred to as the "Term."

3.3      Services Agreement. The term of a Services Agreement, if different than
         the Term, shall be set forth in the applicable Services Agreement;
         provided, however, that in no event shall the term of a Services
         Agreement extend beyond the Term of this Agreement.

4.       SERVICES

4.1      General. Services to be provided to Oncor by Vendor shall be governed
         by the terms set forth in this Master Agreement and such additional
         terms as are contained in the Services Agreement pursuant to which such
         Services are being provided.

         (a)      Services. Commencing on a Services Agreement Commencement Date
                  (or such later date as is specified in the applicable Services
                  Agreement) and continuing throughout the term of such Services
                  Agreement, Vendor shall be responsible for providing to Oncor
                  and, as directed by Oncor, to Eligible Recipients, any or all
                  of the following:

                  (i)   the services, functions and responsibilities described
                        in this Agreement as they may be supplemented, enhanced,
                        modified or replaced in accordance with this Agreement;

<PAGE>

                  (ii)  the services, functions and responsibilities described
                        in the applicable Services Agreement (including in
                        Schedule E thereto);

                  (iii) any New Services, upon Oncor's acceptance of Vendor's
                        proposal for such New Services in accordance with
                        Section 10.5 and the other provisions of this Agreement;
                        and


                  (iv)  unless otherwise agreed by the Parties, the services,
                        functions and responsibilities (y) as set forth in the
                        Oncor 2003 Base Case, if any, attached to the applicable
                        Services Agreement, and (z) being performed during
                        calendar year 2003 by Oncor 2003 Personnel as reasonably
                        demonstrated by Oncor, or upon Oncor's request,
                        demonstrated by the Transitioned Employees acting in
                        good faith (clauses (i) through (iv) of this Section,
                        the "Services").

         (b)      Included Services. If any services, functions or
                  responsibilities not specifically described in this Agreement
                  are a necessary part of the Services, they shall be deemed to
                  be included within the scope of the Services to be delivered
                  for the Charges, as if such services, functions or
                  responsibilities were specifically described in this
                  Agreement.

         (c)      Required Resources. Except as otherwise expressly provided in
                  this Agreement, Vendor shall be responsible for providing the
                  facilities, personnel, Equipment, Software, knowledge,
                  expertise, methodologies, processes and other resources
                  necessary to provide the Services.

4.2      Termination Assistance Services.

         (a)      Availability. As part of the Services, and for the Charges to
                  be determined in accordance with Exhibit 11, upon Oncor's
                  request, Vendor shall provide to Oncor the Termination
                  Assistance Services under and in accordance with the
                  applicable Services Agreement.

         (b)      Period of Provision. Vendor shall provide the Termination
                  Assistance Services to Oncor (i) upon ninety (90) days' prior
                  notice from Oncor commencing up to nine (9) months prior to
                  the expiration of the term of the applicable Services
                  Agreement and continuing for up to twelve (12) months
                  following the effective date of the expiration of the term of
                  the applicable Services Agreement, (ii) commencing upon any
                  proper notice of termination (including notice based upon
                  breach or default by Oncor, breach or default by Vendor or
                  termination for convenience by Oncor (subject to subsection
                  (d) below)) of the term of the applicable Services Agreement,
                  and continuing for up to twelve (12) months following the
                  effective date of such termination, (iii) commencing upon
                  notice of removal of an Eligible Recipient by Oncor and
                  continuing for up to twelve (12) months following the
                  effective date of such removal or (iv)commencing upon notice
                  from Oncor that there will be an insourcing or resourcing
                  under the applicable Services Agreement and continuing for up
                  to twelve (12) months following the effective date of such
                  notice. For purposes of this Master Agreement and the Services
                  Agreements, the terms "Term" and "term," respectively, shall
                  automatically be extended until the date determined by Oncor

<PAGE>

                  as the completion date of the Termination Assistance Services.
                  Oncor may only terminate a Services Agreement in its entirety.

         (c)      Extension of Services. Oncor may elect, upon one hundred and
                  eighty (180) days' prior notice, to extend the effective date
                  of any expiration/termination of the Services, in its sole
                  discretion, provided that the total of all such extensions
                  will not exceed one hundred and eighty (180) days following
                  the originally specified effective date without Vendor's prior
                  written consent. Oncor also may elect, upon one hundred and
                  eighty (180) days' prior notice, to extend the period
                  following the effective date of any expiration/termination for
                  the performance of Termination Assistance Services, provided
                  that the period between such effective date and the completion
                  of all Termination Assistance Services is not greater than
                  eighteen (18) months.

         (d)      Firm Commitment. Vendor shall provide Termination Assistance
                  Services to Oncor regardless of the reason for the expiration
                  or termination of this Agreement or the applicable Services
                  Agreement; provided, however, that if Vendor terminates this
                  Agreement pursuant to Section 18.1(b) then Oncor must pay to
                  Vendor all undisputed unpaid amounts then due and owing to
                  Vendor under this Agreement and continue to pay invoices in
                  accordance with Section 11.2 of the applicable Services
                  Agreement prior to Vendor being obligated to provide the
                  Termination Assistance Services.

         (e)      Performance. At Oncor's request, Vendor shall provide
                  Termination Assistance Services directly to its designee, any
                  Eligible Recipient or an Entity acquiring Control of an
                  Eligible Recipient. Unless otherwise agreed by the Parties,
                  all such Termination Assistance Services shall be performed
                  subject to and in accordance with the terms and conditions of
                  this Agreement and Vendor shall perform the Termination
                  Assistance Services with at least the same degree of accuracy,
                  quality, completeness, timeliness, responsiveness and resource
                  efficiency as it provided and was required to provide in
                  respect of the same or similar Services.

4.3      Use of Third Parties.

         (a)      Right of Use. Oncor shall not be permitted to insource or
                  resource any of the scope or volume of Services being provided
                  by the Transitioned Employees as of the Master Agreement
                  Effective  Date; provided, however, that subject to
                  Section 4.3(b), Oncor shall be permitted to insource or
                  resource services that replace the scope and volume of
                  Planned Projects after such Planned Projects are completed
                  under this Agreement.  Nothing in this Agreement shall be
                  construed or interpreted  as (i) a requirements contract or,
                  except as set forth in the  immediately  preceding sentence,
                  creating any exclusive relationship or (ii) preventing Oncor
                  obtaining from third parties (each, a "Oncor Third Party
                  Contractor"), or providing to itself, any other services,
                  functions or responsibilities,  including the development,
                  maintenance and hosting of Software, except as set forth in
                  the immediately  preceding  sentence. Nothing in this
                  Agreement shall be construed or interpreted as limiting
                  Oncor's right or ability to add or delete Eligible Recipients.
                  Except as set forth in the first  preceding  sentence, nothing
                  in this Agreement shall be construed or interpreted as
                  limiting Oncor's right or ability to increase or decrease its
                  demand for Services.  To the extent Oncor obtains from Oncor
<PAGE>

                  Third Party Contractors, or provides to itself, any of the
                  Services, the amount to be paid to Vendor by Oncor will be
                  equitably adjusted downward in accordance with Exhibit 11.
                  Similarly, to the extent Oncor adds or deletes Eligible
                  Recipients or increases or decreases its demand for Services,
                  the amount to be paid to Vendor by Oncor will be adjusted in
                  accordance with Exhibit 11.

         (b)      Oncor agrees to procure from Vendor new project work, provided
                  that Vendor demonstrates it has experience and skills to
                  perform the projects at least comparable to that of any third
                  parties Oncor is considering and offers Oncor the best
                  overall terms and conditions (including price) to complete the
                  projects.  At least semi-annually each calendar year, Oncor
                  shall meet with Vendor and discuss with Vendor forecasts for
                  projects contemplated by Oncor during the next sixth months.
                  Oncor at its option may also have Vendor perform projects at
                  the daily rates set forth in Attachment 2.1.1 to Exhibit 11
                  as IT Charges - AD Apps  Development.  With regard to any
                  application development services (including  project work)
                  performed by Vendor, the first CONFIDENTIAL MATERIAL REDACTED
                  AND FILED SEPARATELY WITH THE COMMISSION of all such services
                  in each calendar year shall not be separately chargeable to
                  Oncor because it is included in the Base Services Charge for
                  "AM-AD SMEs  Transfer" in Exhibit 11. Oncor shall use
                  reasonable efforts to award to Vendor new projects with an
                  aggregate amount paid to Vendor of at least CONFIDENTIAL
                  MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
                  each calendar year.

         (c)      Vendor Cooperation. Vendor shall use commercially reasonable
                  efforts to cooperate with and work in good faith with Oncor
                  and Oncor Third Party Contractors as described in this
                  Agreement and in the applicable Services Agreement or as
                  reasonably requested by Oncor.

4.4      Employee Transfers. The transitioning of Oncor's employees to Vendor
         under or in connection with a Services Agreement or a New Service, if
         any, shall be effected in accordance with the terms and conditions set
         forth in Exhibit 2.

4.5      Governance. The Parties shall comply with the governance and account
         management provisions set forth in Exhibit 8.


5.       RESERVED

6.       FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH
         THE PROVISION OF SERVICES

6.1      Service Facilities.

         (a)      Service Facilities. The Services shall be provided at or from
                  (i) the Oncor Facilities, (ii) the Vendor Facilities, or (iii)
                  any other service location determined by Vendor and notified
                  to Oncor at least ninety (90) days prior to use by Vendor;
                  provided that Vendor shall obtain Oncor's prior approval, such
                  approval not to be unreasonably withheld or delayed, for any
                  proposed relocation by Vendor of the provision of a Service to
                  any service location identified in Exhibit 3. Vendor shall be
                  financially responsible for all additional costs, taxes or
                  expenses related to or resulting from any Vendor-initiated
                  relocation to a new or different service location, including
                  any reasonable costs or expenses directly incurred (including
                  internal costs) by Oncor as a result of such relocation.

<PAGE>

         (b)      Oncor Facilities. Oncor shall provide Vendor with the use of
                  and access to the Oncor Facilities described in Schedule O.1
                  to the applicable Services Agreement solely as necessary for
                  Vendor to perform its obligations under this Agreement.
                  Such Oncor Facilities together with facilities included in
                  the Oncor Contributed Assets are the only facilities being
                  used by the Transitioned Employees as of the Master Agreement
                  Effective Date and are sufficient for Vendor to provide the
                  Services on the Master Agreement Effective Date. Oncor
                  warrants that Oncor shall not interfere with Vendor's quiet
                  enjoyment of the Oncor Facilities. Except as otherwise
                  approved by Oncor, Oncor owned or leased assets provided for
                  the use of Vendor under this Agreement shall remain in Oncor
                  Facilities. In addition, all improvements or modifications to
                  Oncor Facilities requested by Vendor shall be (i) subject to
                  reasonable review and approval in advance by Oncor, and (ii)
                  performed by or through Oncor. Vendor shall reimburse Oncor
                  for the actual direct reasonable costs and expenses incurred
                  in connection with such modifications or improvements. EXCEPT
                  AS SET FORTH HEREIN, THE Oncor FACILITIES ARE PROVIDED BY
                  Oncor TO Vendor ON AN AS-IS, WHERE-IS BASIS. Oncor EXPRESSLY
                  DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE Oncor
                  FACILITIES, OR QUIET ENJOYMENT BY Vendor.

         (c)      Physical Security. Oncor is responsible for the physical
                  security of the Oncor Facilities; provided, that Vendor shall
                  be responsible for the physical security and safety, physical
                  access and control of the buildings or areas over which Vendor
                  has exclusive control and Vendor shall not permit any person
                  to have access to, or control of, any such area unless such
                  access or control is permitted in accordance with control
                  procedures approved by Oncor or any higher standard agreed to
                  by Oncor and Vendor. Vendor shall be solely responsible for
                  compliance by Vendor Personnel with such control procedures,
                  including obtaining advance approval from Oncor to the extent
                  required.

         (d)      Use of Oncor Facilities.

                  (i)    Vendor shall have the right to use the Oncor Facilities
                         to provide the services to third parties. Oncor shall
                         take adequate steps to provide Vendor with appropriate
                         Oncor Facilities to enable Vendor to achieve its
                         reasonable business objectives.

                  (ii)   Oncor reserves the right to relocate any Oncor Facility
                         from which the Services are then being provided by
                         Vendor to another facility or geographic location upon
                         120 days prior written notice to Vendor; provided that,
                         in such event, Oncor will provide Vendor with
                         comparable office space in another location.  Oncor
                         shall be financially responsible for all additional
                         costs, taxes or expenses  related to or resulting from
                         any Oncor-initiated relocation to a new or different
                         service location, including any reasonable costs or
                         expenses directly incurred by Vendor as a result of
                         such relocation.  Vendor will not be deemed to be in
                         breach of this Agreement, including a breach of the
                         Service Levels, to the extent that any such
                         Oncor-initiated relocation prevents or delays Vendor
                         Personnel from performing Vendor's obligations under
                         this Agreement.

<PAGE>
                  (iii)  Oncor also reserves the right to direct Vendor to cease
                         using all or part of the space in any Oncor Facility
                         upon 120 days prior written notice. In such event,
                         Oncor shall be financially responsible for all
                         additional costs, taxes or expenses related to or
                         resulting from any such direction, including the
                         reasonable direct costs and expenses incurred in
                         leasing substitute space, provided that such relocation
                         is not contemplated by this Agreement. Vendor will not
                         be deemed to be in breach of this Agreement to the
                         extent that any such direction prevents or delays
                         Vendor Personnel from performing Vendor's obligations
                         under this Agreement or under any Services Agreement.

         (e)      Conditions for Return. When the Oncor Facilities are no longer
                  to be used by Vendor as contemplated by this Section or are
                  otherwise no longer being used by Vendor to perform the
                  Services or services to third parties, Vendor shall provide
                  ninety (90) days' prior notice to Oncor and at the end of such
                  90 days shall vacate and return such Oncor Facilities
                  (including any improvements to such facilities made by or at
                  the request of Vendor) to Oncor in substantially the same
                  condition as when such facilities were first provided to
                  Vendor, subject to reasonable wear and tear.

         (f)      No Violation of Laws. Vendor shall (i) treat and use the Oncor
                  Facilities in a reasonable manner, and (ii) not commit, and
                  shall use all reasonable efforts to ensure that no business
                  visitor or invitee of Vendor commits, any act in violation of
                  any Laws in such Vendor occupied Oncor Facility or any act in
                  violation of Oncor's insurance policies or in breach of
                  Oncor's obligations under the applicable real estate leases in
                  such Vendor occupied Oncor Facilities (in each case, to the
                  extent Vendor has received prior notice of such insurance
                  policies or real estate leases).

         (g)      Costs and Expenses. Both Parties agree to use commercially
                  reasonable efforts to minimize the costs and expenses
                  associated with any relocation provided for in this Section
                  6.1.

6.2      Use of Vendor Facilities. At Oncor's reasonable request, Vendor shall
         provide reasonable supervised access to Vendor Facilities by Oncor or
         Oncor Third Party Contractors to trouble-shoot and maintain third party
         software and equipment used to provide Services. Oncor shall comply,
         and shall cause Oncor Third Party Contractor's to comply, with Vendor's
         polices, rules, regulations applicable to Vendor's Facilities
         (including with respect to security, confidentiality and regulatory
         issues) of which Oncor has been provided prior notice.

6.3      Oncor Rules / Employee Safety.

         (a)   Oncor Rules and Compliance. In performing the Services and using
               the Oncor Facilities, Vendor shall observe and comply with all
               lawful Oncor policies, rules, and regulations applicable to Oncor
               Facilities or the provision of the Services as set forth on
               Schedule E.3 to the applicable Services Agreement as of the
               Master Agreement Effective Date (collectively,  "Oncor  Rules");
               provided that Vendor will not be deemed to be in breach of this
               Agreement to the extent that any Oncor Rules prevent Vendor
               Personnel from performing Vendor's obligations

<PAGE>

               under this Agreement. Vendor shall be responsible for the
               promulgation and distribution of Oncor Rules to Vendor Personnel
               as and to the extent necessary and  appropriate.  Additions or
               modifications  to the Oncor Rules will be communicated by Oncor
               to Vendor or Vendor Personnel prior to be effective date of such
               addition or modification.  Vendor and Vendor Personnel shall
               observe and comply with such  additional  or modified  Oncor
               Rules; provided  that any  material  addition or modification to
               the Oncor Rules will  subject  the Charges to an  equitable
               adjustment  to reflect any  incremental direct actual costs and
               expenses incurred by Vendor in complying  therewith.  Where
               applicable,  in observing  and complying with those Oncor Rules
               related to Oncor's obligation to comply with Affiliate Standards
               of Conduct requirements ("Affiliate  Standards"), Vendor shall
               develop and timely implement a plan approved by Oncor's
               Compliance Director, or other designee, for complying with the
               applicable Affiliate Standards.  The plan will, at a minimum,
               include the following elements: management oversight and
               responsibility,  procedures and rules,  employee training and
               communications, response to employee  questions and concerns,
               monitoring, auditing, and evaluating compliance, enforcement and
               discipline, response to alleged violations, complaints, and
               requests for information, and documentation of compliance
               efforts.  The  plan procedures  and rules shall,  among other
               things,  implement safeguards that:  protect the confidentiality
               of Oncor Electric Delivery Company's customer information,
               including protecting against improper disclosure to Oncor
               Affiliates; protect  Oncor Electric  Delivery  Company's
               confidential information from improper disclosure to other Oncor
               Affiliates; and ensure that all charges are properly allocated
               among Oncor and Oncor  Affiliates.  Vendor shall timely report to
               Oncor any alleged  Affiliate Standards violation and shall
               cooperate in investigating and responding to an alleged Affiliate
               Standards violation.  Oncor may audit for Vendor compliance
               consistent with Section 8.4.

         (b)   Safety and Health Compliance.  Vendor and Vendor Personnel shall
               familiarize themselves with the premises and operations at
               each Oncor Facility at or from which Services are rendered and
               the Oncor Rules applicable to each such Oncor Facility.  Vendor
               and Vendor Personnel shall observe and comply with all Laws
               applicable to the use of each Oncor Facility or the provision of
               the Services, including environmental Laws and Laws regarding
               occupational health and safety. Vendor shall be responsible for
               the compliance of Equipment, Software, Systems and Services for
               which it is operationally responsible with such Laws and shall be
               responsible for any acts or omissions of Vendor Personnel in
               contravention of such Laws.  Notwithstanding the foregoing,Vendor
               will not be responsible for compliance with Laws by Oncor or
               Oncor Personnel.  Each Party shall take precautions  to avoid
               injury,  property  damage,  spills or emissions of hazardous
               substances, materials or waste, and other dangers to persons,
               property or the environment. To the extent required by Oncor as
               communicated to Vendor, Vendor Personnel shall receive Oncor
               standard training prior to entering certain Oncor Facilities.

6.4      Notice of Defaults. Each Party shall promptly inform the other Party in
         writing of any material breach of, or misuse or fraud in connection
         with, any Third Party Contract, Equipment Lease or Third Party Software
         license used in connection with the Services of which it becomes aware
         and shall cooperate with the other Party to prevent or stay any such
         breach, misuse or fraud.

<PAGE>

7.       SERVICE LEVELS

7.1      General. Beginning on the dates specified in Schedule G to the
         applicable Services Agreement, Vendor shall perform the Services so as
         to meet or exceed the applicable Service Levels. Vendor shall perform
         the Services in accordance with this Agreement (including the Service
         Levels) and with promptness and diligence, and in a professional and
         workmanlike manner.

7.2      Service Level Credits. Vendor recognizes that Oncor is paying Vendor to
         deliver the Services at specified Service Levels. If Vendor fails to
         meet such Service Levels, then Vendor shall pay or credit to Oncor the
         performance credits specified in Exhibit 11 in accordance with Schedule
         G to the applicable Services Agreement ("Service Level Credits"), in
         recognition of the diminished value of the Services resulting from
         Vendor's failure to meet the agreed upon level of performance, and not
         as a penalty. Under no circumstances shall the imposition of Service
         Level Credits be construed as Oncor's sole or exclusive remedy for any
         failure to meet the Service Levels; provided, however, that any Service
         Level Credits received by Oncor shall be an offset against the amount
         of any damages received by Oncor from Vendor as a result of the
         underlying event giving rise to the Service Level Credit.

7.3      Problem Analysis. Upon Oncor's request, if Vendor fails in any material
         respect to provide Services in accordance with this Agreement, Vendor
         shall (after restoring service or otherwise resolving any immediate
         problem) (i) promptly investigate and report on the causes of the
         problem, (ii) provide a Root Cause Analysis of such failure as soon as
         practicable after such failure or at Oncor's request, (iii) implement
         remedial action and begin complying with this Agreement as soon as
         practicable, (iv) advise Oncor of the status of remedial efforts being
         undertaken with respect to such problem, and (v) provide Oncor
         reasonable evidence that the causes of such problem have been or will
         be corrected. Vendor shall use all commercially reasonable efforts to
         complete the Root Cause Analysis within four (4) days of the initial
         failure; provided that, if it is not capable of being completed within
         four (4) days using reasonable diligence, Vendor shall complete such
         Root Cause Analysis as quickly as possible and shall notify Oncor prior
         to the end of the initial four (4) day period as to the status of the
         Root Cause Analysis and the estimated completion date.

7.4      Continuous Improvement Reviews.

         Once each year, beginning in the second Contract Year, Oncor and Vendor
         shall periodically review the Service Levels and the performance data
         collected and reported by Vendor in accordance with Schedule G to the
         applicable Services Agreement. As part of this review process, the
         Parties shall, at no additional cost to Oncor, increase the Service
         Levels to reflect the higher performance levels actually attained by
         Vendor in accordance with Schedule G to the applicable Services
         Agreement; provided, however, that such actual higher performance was
         not achieved through the use of additional resources. The Parties may
         agree, to the extent reasonable and appropriate, to (i) increase the
         Service Levels to reflect improved performance capabilities associated
         with advances in the proven processes, technologies and methods

<PAGE>

         available to perform the Services, (ii) add new Service Levels to
         permit further measurement or monitoring of the accuracy, quality,
         completeness, timeliness, responsiveness, cost-effectiveness, or
         productivity of the Services, (iii) modify or increase the Service
         Levels to reflect changes in the processes, architecture, standards,
         strategies, needs or objectives defined by Oncor, and (iv) modify or
         increase the Service Levels to reflect agreed upon changes in the
         manner in which the Services are performed by Vendor. Notwithstanding
         the foregoing, nothing in this Section 7.4 shall be construed as
         changing the initial Service Levels for the purpose of determining any
         Service Level failure or penalty under this Agreement or the Services
         Agreements.

7.5      Measurement and Monitoring. On or before the applicable Services
         Agreement Commencement Date, Vendor shall implement reasonable and
         customary measurement and monitoring tools and metrics as well as
         standard reporting procedures to measure and report Vendor's
         performance of the Services against the applicable Service Levels.
         Vendor shall provide Oncor with real-time monitoring and up-to-date
         problem management data and other data regarding the status of service
         problems, service requests and user inquiries at levels consistent with
         those being used as of the Services Agreement Commencement Date.

7.6      Notice of Adverse Impact. If Vendor becomes aware of any failure by
         Vendor that could reasonably be expected to have a material adverse
         effect on the Services, then, Vendor shall promptly inform Oncor in
         writing of such situation and the impact or expected impact. Vendor
         shall as soon as practicable meet with Oncor to formulate an action
         plan to minimize or eliminate the impact of such situation.

7.7      Key Vendor Personnel.

         (a)   Approval of Key Vendor Personnel.

              (i) Before assigning an individual to act as one of the Key
                  Vendor Personnel other than those listed on  Schedule C to
                  the Services Agreements, whether as an initial assignment or
                  a subsequent assignment, Vendor shall (1) notify Oncor of the
                  proposed assignment, (2) introduce the individual to
                  appropriate Oncor representatives, (3) provide reasonable
                  opportunity for Oncor representatives to interview the
                  individual, and (4) provide Oncor with a resume and such
                  other information about the individual as Oncor may
                  reasonably  request and as permitted by applicable Law and
                  Vendor's internal  policies  consistently  applied.  Within
                  five (5) days of its receipt of the information described in
                  the immediately preceding sentence, Oncor will notify Vendor
                  as to whether it has any reasonable objection to the proposed
                  assignment (and any failure of Oncor to provide such notice
                  in the time required will be deemed by Oncor to be an
                  acceptance of such proposed  assignment). If Oncor in good
                  faith reasonably and lawfully objects to the proposed
                  assignment, the Parties shall attempt to resolve  Oncor's
                  concerns on a mutually agreeable basis.  If the Parties have
                  not been able to resolve Oncor's concerns within five(5)days
                  of Oncor communicating its concerns, Vendor shall not assign
                  the individual to that position and shall propose to Oncor
                  the assignment of another  individual of suitable ability
                  and qualifications.

<PAGE>

             (ii) With regard to each Services Agreement, within thirty (30)
                  days after the Services Agreement Effective Date, Vendor shall
                  identify and obtain Oncor's approval of all Key Vendor
                  Personnel prior to the applicable Services Agreement
                  Commencement Date.

            (iii) Oncor may change the positions designated as Key Vendor
                  Personnel with Vendor's approval which shall not be
                  unreasonably withheld; provided that Oncor shall be
                  financially responsible for all additions costs, taxes or
                  expenses related to or resulting from any such Oncor requested
                  change.

             (iv) Oncor may identify up to CONFIDENTIAL MATERIAL REDACTED
                  AND FILED SEPARATELY WITH THE COMMISSION people to fill the
                  Key Vendor Personnel positions set forth in Schedule C to the
                  applicable Services Agreement, except as otherwise agreed by
                  the Oncor Account Executive and the Vendor Account Executive.

    (b)      Continuity of Key Vendor Personnel. Subject to the remainder of
             this subsection  (b), Vendor shall cause each of the Key
             Vendor Personnel to devote full time and effort to the provision of
             Services for the period specified in Schedule C to the applicable
             Services Agreement from the date he or she assumes the position in
             question. Vendor shall not transfer, reassign or remove any Key
             Vendor Personnel (except as a result of voluntary resignation,
             involuntary termination for cause, illness, disability, or death)
             or announce its intention to do so during the specified period,
             subject to the following procedures.  If Vendor proposes to
             reassign any Key Vendor Personnel,  Vendor shall (i) notify Oncor
             of the proposed reassignment, (ii) introduce the proposed
             replacement to appropriate Oncor representatives, (iii) provide
             reasonable opportunity for Oncor representatives to interview the
             proposed replacement, and (iv) provide Oncor with a resume and
             such other information about the proposed replacement as Oncor
             may reasonably request and as permitted by applicable Law and
             Vendor's internal policies consistently applied. Within five (5)
             days of its receipt of the information described in the immediately
             preceding sentence, Oncor will notify Vendor as to whether it has
             any objection to the proposed reassignment and replacement (and
             any failure of Oncor to provide such notice in the time required
             will be deemed by Oncor to be an  acceptance  of such  proposed
             reassignment and replacement).  If, in its sole discretion, Oncor
             lawfully objects to the proposed reassignment and replacement,
             Vendor shall not assign the proposed replacement to that position
             and shall propose to Oncor the assignment of another individual of
             suitable ability and qualifications.  In the event of the voluntary
             resignation, involuntary  termination  for cause,  illness,
             disability or death of any Key Vendor  Personnel  during or after
             the specified period,  Vendor shall (i) give Oncor as much notice
             as reasonably  practicable  of such development, and (ii) identify
             and obtain  Oncor's  approval  of a  suitable  replacement as soon
             as is reasonably practicable in accordance with Section 7.7(a)(i).
             In addition, even after the specified period, Vendor shall
             transfer, reassign or remove Key Vendor Personnel (other than in
             the case of voluntary resignation, involuntary termination for
             cause, illness, disability, or death) only after (i) giving Oncor
             at least forty-five (45) days' prior notice of such action, and
             (ii) identifying and obtaining Oncor's approval of a suitable
             replacement at least  thirty (30) days prior to such transfer,
             reassignment or removal in accordance with Section 7.7(a)(i).
             Notwithstanding the foregoing, upon Vendor's reasonable request

<PAGE>
             and in connection with Vendor's provision of services to clients
             other than Oncor, Oncor shall allow Vendor to use agreed upon Key
             Vendor Personnel in connection with the provision of such services
             to other clients.

       (c)   Retention and Succession. Vendor shall provide to Oncor, for
             its review and comment, a retention strategy designed to
             retain Key Vendor Personnel on the Oncor account for the
             prescribed period. Vendor shall also maintain active
             succession plans for each of the Key Vendor Personnel
             positions. Vendor shall implement such retention strategies to
             retain Key Vendor Personnel as Vendor deems appropriate. Upon
             termination or resignation of any Key Vendor Personnel, Vendor
             shall provide notice to Oncor of such termination and
             expeditiously identify and obtain Oncor's approval of a
             suitable replacement in accordance with Section 7.7(a)(i).

       (d)   Evaluation Input. Oncor shall have an opportunity to conduct
             an annual review of the Vendor Account Executive and each of
             the other Key Vendor Personnel and an opportunity to provide
             meaningful information to Vendor with respect to Oncor's
             evaluation of the performance of the Vendor Account Executive
             and the other Key Vendor Personnel and such evaluation shall
             be considered by Vendor in establishing the bonus and other
             compensation of such individuals.

7.8    Vendor Account Executive. Vendor shall designate a "Vendor Account
       Executive" for this Oncor engagement who, unless otherwise agreed by
       Oncor, shall maintain his or her office at 1601 Bryan Street, Dallas,
       Texas 75201 (in a location therein determined by Oncor). The Vendor
       Account Executive shall (i) be one of the Key Vendor Personnel, (ii) be
       a full time employee of Vendor, (iii) devote his or her full time and
       effort to managing and coordinating Vendor's performance under this
       Agreement, (iv) remain in this position for a minimum period of two (2)
       years from the initial assignment (except as a result of voluntary
       resignation, involuntary termination for cause, illness, disability, or
       death), and (v) have authority to act on behalf of Vendor in all
       day-to-day matters pertaining to this Agreement. Additionally, (i)
       Vendor shall be entitled to designate additional representatives who
       will be authorized to make certain decisions (e.g., regarding emergency
       maintenance) if the Vendor Account Executive is not available and (ii)
       the Vendor Account Executive shall be entitled to delegate any of his
       or her rights and obligations to one or more designees upon prior
       notice to Oncor. Oncor is entitled to rely upon instructions given by
       the Vendor Account Executive or any other individual designated to have
       decision-making authority in accordance with this Section.

7.9    Vendor Personnel Are Not Oncor Employees; Independent Relationship.
       Except as otherwise expressly set forth in this Agreement, the Parties
       intend to hereunder create an independent contractor relationship and
       nothing in this Agreement shall operate or be construed as making Oncor
       and Vendor partners, joint venturers, principals, joint employers,
       agents or employees of or with the other. No officer, director,
       employee, agent, Affiliate, contractor or subcontractor retained by
       Vendor to perform work on Oncor's behalf hereunder shall be deemed to
       be an officer, director, employee, agent, Affiliate, contractor or
       subcontractor of Oncor for any purpose. Vendor, not Oncor, has the sole
       right, power, authority and duty to (i) supervise, manage and direct
       the activities of the Vendor Personnel and to compensate such Vendor
       Personnel for any work performed by them on behalf of Oncor pursuant to
       this Agreement and (ii) contract, direct, procure, perform or cause to
       be performed all work to be performed by Vendor under this Agreement.
       Vendor, and not Oncor, shall be responsible for all acts and omissions
       of Vendor Personnel (unless such acts or omissions were at the
       direction of Oncor to Vendor).

<PAGE>


7.10   Replacement, Qualifications, and Retention of Vendor Personnel.

       (a)  Requested Replacement.  In the event that Oncor determines lawfully
            and in good faith that the continued assignment to Oncor of any
            individual Vendor Personnel (including Key Vendor Personnel) is not
            in the best interests of Oncor, then Oncor shall give Vendor notice
            to that effect requesting that such Vendor Personnel be replaced
            and Vendor shall immediately suspend such individuals performance of
            the Services and access to Oncor Facilities  pending completion
            of the process set forth in this Section 7.10(a). Vendor shall have
            five (5) days following such notice in which to investigate the
            matters forming the basis of such request, correct any deficient
            performance and provide Oncor with assurances that such deficient
            performance shall not recur.  If, following such five (5) day
            period,  Oncor is not reasonably satisfied with the results of
            Vendor's efforts to correct the deficient performance and/or to
            ensure its non-recurrence, Vendor shall, as soon as reasonably
            practicable, remove and replace such Vendor Personnel with an
            individual of suitable ability and qualifications.  Nothing in this
            provision shall operate or be construed to limit Vendor's
            responsibility for the acts or omission of the Vendor  Personnel;
            provided that if Vendor is obligated to remove any Vendor Personnel
            pursuant to this subsection without reasonable cause, Oncor will be
            responsible for any direct, actual costs associated with such
            removal, and Vendor will not be responsible for any delay in
            providing, or failure to provide, Services as a result of the
            removal and replacement process.

       (b)  Turnover Rate and Data. Commencing in January 2006, Vendor
            shall report the turnover rate of Vendor Personnel on a
            semi-annual basis. If Oncor reasonably determines that the
            turnover rate of Vendor Personnel is materially adversely
            impacting the Services and so notifies Vendor, Vendor shall,
            within five (5) days of the date of Oncor's notice, (i)
            provide Oncor with data concerning Vendor's turnover rate,
            (ii) meet with Oncor to discuss the reasons for the turnover
            rate, and (iii) submit a proposal for reducing the turnover
            rate. After considering Oncor's comments, to the extent
            appropriate Vendor shall implement such proposal as soon as
            practicable.

7.11   Conduct of Vendor Personnel.

       While at Oncor Facilities, Vendor Personnel shall (i) comply with the
       Oncor Rules as long as Oncor notifies Vendor of such Oncor Rules
       reasonably in advance (subject to Section 6.3(a)), (ii) comply with
       reasonable requests of Oncor personnel pertaining to personal and
       professional conduct, (iii) attend reasonable workplace training
       offered by Oncor at Oncor's request, and (iv) otherwise conduct
       themselves in a professional and businesslike manner.

7.12   Substance Abuse. Vendor represents and warrants that it has and shall
       maintain and enforce substance abuse policies, in each case in
       conformance with applicable Laws, and Vendor Personnel shall be subject
       to such policies.

<PAGE>

8.     VENDOR RESPONSIBILITIES

8.1    Policy and Procedures Manual.  Vendor shall deliver to Oncor for its
       review, comment and approval a Policy and  Procedures Manual as described
       in the applicable Services Agreement.

8.2    Reports.

       (a)        General. Vendor shall provide Oncor with reports pertaining to
                  the performance of the Services ("Reports") as set forth in
                  Schedule R to the applicable Services Agreement, in the format
                  and at the frequencies provided therein. In addition, Oncor
                  may request, and Vendor will generate and deliver, additional
                  Reports at the cost and expense of Oncor. All Reports
                  described in Schedule R to the applicable Services Agreement
                  shall be provided to Oncor as part of the Services. The
                  Reports described in Schedule R to the applicable Services
                  Agreement and, to the extent mutually agreed upon, all other
                  Reports, shall be provided to Oncor in hard copies and
                  electronic copies.

       (b)        Back-Up Documentation. Vendor shall provide Oncor with copies
                  of and access to data, documentation and other information in
                  Vendor's possession as may be reasonably requested by Oncor in
                  order to verify the accuracy of the Reports provided by
                  Vendor.

       (c)        Correction of Errors. Vendor shall promptly correct all errors
                  and inaccuracies in or with respect to the Reports, of which
                  it becomes aware, including the information or data contained
                  in such Reports; provided that errors or inaccuracies for
                  which Oncor is responsible shall be corrected by Vendor at
                  Oncor's expense.

8.3    Access to Specialized Vendor Skills and Resources. Upon Oncor's
       reasonable request, Vendor shall provide Oncor with reasonable access
       to Vendor's specialized personnel on an expedited basis taking into
       account the relevant circumstances (the "Specialized Services"). The
       Parties acknowledge that the provision of such Specialized Services
       may, in some cases, constitute New Services for which Vendor is
       entitled to additional compensation, but in no event shall Vendor be
       entitled to any additional compensation for New Services under this
       subsection unless the Oncor Account Executive and Vendor Account
       Executive expressly agree in writing upon such additional compensation.
       If Oncor authorizes Vendor to proceed but the Parties disagree as to
       whether the authorized work constitutes New Services, Vendor shall
       proceed with such work and the disagreement shall be submitted to
       dispute resolution pursuant to Article 17.

8.4    Audit Rights.

       (a)   Vendor Records. Vendor shall maintain complete and accurate
             records of and supporting documentation related to the
             Services, including for all Charges ("Contract Records").
             Vendor shall maintain such Contract Records in accordance with
             generally accepted accounting principles for the applicable
             jurisdiction applied on a consistent basis. Vendor shall
             retain Contract Records in accordance with Oncor's record
             retention policy as in effect on the Master Agreement
             Effective Date a copy of which has been provided to Vendor,
             which may be modified by the Parties in accordance with the
             Adjustment Process.

<PAGE>

       (b)   Operational Audits.  Vendor shall  provide to Oncor (and internal
             and external auditors, inspectors, governmental  bodies,
             regulators and other representatives that Oncor may designate)
             access at reasonable hours to Vendor  Personnel,  to the facilities
             at or from which Services are or have been provided and to Contract
             Records and other pertinent information, all to the extent
             relevant to the Services and Vendor's obligations under this
             Agreement.  Such access shall be provided for the purpose of
             performing audits and inspections of Oncor and its businesses,
             including to (i) verify  the  integrity of Oncor Data,
             (ii) examine  the systems that process,  store,  support and
             transmit that data, (iii) examine controls (e.g.,  organizational
             controls,  input/output controls,  system modification controls,
             processing controls, system design controls,  and access controls)
             and security, disaster recovery and back-up practices and
             procedures, (iv) examine Vendor's performance of the Services,
             (v) verify  Vendor's  reported performance against this Agreement
             (including the applicable Service Levels), (vi) examine Vendor's
             measurement, monitoring, management and reporting tools, and
             (vii) enable Oncor to meet applicable legal, regulatory and
             contractual  requirements, in each case to the extent applicable to
             the Services. Vendor shall provide any assistance reasonably
             requested by Oncor or its designee in conducting  any such audit,
             including installing and operating audit software.  If an audit
             reveals a material breach of this Agreement,  Vendor shall promptly
             reimburse Oncor for the actual cost of such audit and any damages,
             fees, fines, or penalties assessed against or incurred by Oncor as
             a result thereof.

       (c)   Financial Audits.  During the Term and for a period  thereafter
             required by Law, Vendor shall provide to Oncor (and internal and
             external auditors, inspectors, governmental bodies, regulators and
             other representatives that Oncor may designate) access at
             reasonable hours to Vendor Personnel and to Contract Records
             required to be maintained by Oncor by Law and other pertinent
             information, all to the extent relevant to the Services and
             Vendor's obligations under this Agreement.  Such access shall be
             provided for the purpose of performing audits and inspections to
             (i) verify the accuracy and completeness of Contract Records,
             (ii) verify the accuracy and completeness of Charges and any
             Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the
             financial  controls,  processes and procedures utilized by Vendor,
             (iv) examine Vendor's performance of its other financial
             obligations,  and (v) enable Oncor to meet applicable legal,
             regulatory and contractual requirements, in each case to the extent
             applicable to the Services and/or the Charges for such Services.
             Vendor shall provide any assistance  reasonably requested by Oncor
             or its designee in conducting any such audit.  If any such audit
             reveals a net overcharge by Vendor, and Vendor does not
             successfully dispute the amount questioned by such audit in
             accordance with  Article 17, Vendor shall promptly pay to Oncor the
             amount of such overcharge, together with interest from the date of
             Vendor's receipt of such overcharge at the rate set by
             Citibank, N.A. as its prime lending rate plus two (2) percent per
             annum.  In addition, if any such audit reveals an overcharge of
             more than the greater of (x) five  percent (5%) and (y) one
             million dollars, in each case of the audited Charges in any Charges
             category, Vendor shall promptly reimburse Oncor for the actual cost
             of such audit.

       (d)   Audit Assistance. Oncor may be subject to regulation and audit
             by governmental bodies, standards organizations, other

<PAGE>

             regulatory authorities, customers or other parties to
             contracts with Oncor under applicable Laws, rules,
             regulations, standards and contract provisions. If a
             governmental body, standards organizations, other regulatory
             authority or customer or other party to a contract with Oncor
             exercises its right to examine or audit Oncor pursuant to such
             Laws, rules, regulations, standards or contract provisions,
             Vendor shall provide reasonable assistance requested by Oncor
             in responding to such audits or requests for information.

       (e)   General Procedures.

             (i)  Except as otherwise required under applicable Law, Oncor may
                  perform audits in accordance with this Section upon reasonable
                  notice to Vendor during normal business hours, for a
                  reasonable duration and not more than one time per any 12
                  month period; provided that if any audit reveals a material
                  failure of compliance with this Agreement then Oncor shall be
                  entitled to conduct a follow-up audit within six months. The
                  costs and expenses to perform audits under this Section shall
                  be borne by Oncor.

             (ii) Notwithstanding the intended breadth of Oncor's audit rights,
                  Oncor shall not be given access to (A) the proprietary
                  information of other Vendor customers or vendors not related
                  to the provision of the Services, (B) Vendor locations that
                  are not related to Oncor or the Services, or (C) Vendor's
                  internal costs, except to the extent such costs are the basis
                  upon which Oncor is charged and/or are necessary to calculate
                  the applicable Charges.

             (iii)In performing audits, Oncor shall use all reasonable efforts
                  to avoid unnecessary disruption of Vendor's operations and
                  unnecessary interference with Vendor's ability to perform the
                  Services.

             (iv) Following any audit, Oncor shall conduct (in the case of an
                  internal audit), or request its external auditors or examiners
                  to conduct, an exit conference with Vendor to obtain factual
                  concurrence with issues identified in the review.

             (v)  Oncor (and internal and external auditors, inspectors,
                  regulators) shall be given reasonable secure workspace in
                  which to perform an audit, plus reasonable access to
                  photocopiers, telephones, facsimile machines, computer
                  hook-ups, and any other facilities or equipment needed for the
                  performance of the audit.

       (f)   Vendor Internal Audit. If Vendor determines as a result of its
             own internal audit that it has overcharged Oncor, then Vendor
             shall promptly pay to Oncor the amount of such overcharge,
             together with interest from the date of Vendor's receipt of
             such overcharge at the rate set by Citibank, N.A. as its prime
             lending rate plus two (2) percent per annum.

       (g)   Vendor Response. Vendor and Oncor shall meet to review each
             audit report promptly after the issuance thereof. Vendor will
             respond to each audit report in writing within thirty (30)
             days from receipt of such report, unless a shorter response
             time is specified in such report. Vendor and Oncor shall

<PAGE>

                  develop and agree upon an action plan to promptly address and
                  resolve any deficiencies, concerns and/or recommendations in
                  such audit report and following approval of such plan by
                  Oncor, Vendor shall undertake remedial action in accordance
                  with such action plan and the dates specified therein.

       (h)        Vendor Response to Non-Oncor Audits. If an audit by a
                  governmental body, standards organization or regulatory
                  authority having jurisdiction over Oncor or Vendor results in
                  a finding that Vendor is not in compliance with any generally
                  accepted accounting principle or other audit requirement or
                  any Law or standard relating to the performance of its
                  obligations under this Agreement, Vendor shall, at its own
                  expense and within the time period specified by such auditor,
                  address and resolve the deficiency(ies) identified by such
                  governmental body, standards organization or regulatory
                  authority.

       (i)        SAS 70 Audit. Vendor shall conduct annually, or less
                  frequently as may be commercially reasonable, a Type 2
                  Statement of Auditing Standards ("SAS") 70 audit (or
                  equivalent audit) with respect to all Vendor Facilities at or
                  from which the Services are provided and Vendor's obligations
                  hereunder shall be met by providing a copy of the resulting
                  audit report to Oncor and its independent auditors no later
                  than 90 days prior to the end of Oncor's fiscal year. Vendor
                  shall respond to such report in accordance with Section
                  8.4(g).

8.5    Agency and Disbursements.

       (a)        Limited Agency. Oncor hereby appoints Vendor as its limited
                  agent during the Term solely for the purposes of performing
                  the Services, including to manage and administer the Managed
                  Third Party Agreements. Oncor shall provide, on a timely
                  basis, such affirmation of Vendor's authority to such lessors,
                  licensors, suppliers, and other third parties as Vendor may
                  reasonably request.

       (b)        Reimbursement for Substitute Payment. If either Party in error
                  pays to a third party an amount for which the other Party is
                  responsible under this Agreement, the Party that is
                  responsible for such payment shall promptly reimburse the
                  paying Party for such amount.

       (c)        Notice of  Decommissioning.  Vendor  agrees to notify Oncor
                  promptly if and to the extent any Oncor owned Equipment or
                  Oncor leased Equipment will no longer be used to provide the
                  Services.  The notification will include the  identification
                  of the Equipment, and the date it will no longer be needed by
                  Vendor, along  with the reason for  decommissioning.
                  Upon receipt of any such notice, Oncor may, in its sole
                  discretion, terminate the Equipment lease for such leased
                  Equipment as of the date specified in such notice and sell or
                  otherwise dispose of or redeploy such Oncor owned Equipment
                  as of the date specified in such notice.  Upon Vendor ceasing
                  to use any Equipment (or, in the case of leased Equipment,
                  upon the last day Oncor is obligated to make such leased
                  Equipment available to Vendor, if earlier), Vendor shall
                  return the same to Oncor and/or its designee(s) in condition
                  at least as good as the condition thereof on the applicable
                  Services Agreement Commencement Date, ordinary wear and tear
                  excepted,  provided that such Equipment was under the control
                  of Vendor.

<PAGE>

8.6    Subcontractors.

       (a)        Use of  Subcontractors.  Except to the extent set forth in
                  subclauses  (i)-(iii) hereunder, Vendor shall not subcontract
                  any of its responsibilities without Oncor's prior approval,
                  which may be withheld in Oncor's sole  discretion.  Oncor
                  agrees that Vendor may subcontract in the following instances
                  without Oncor's approval:  (i) to the  Subcontractors
                  listed on Schedule D to the applicable Services Agreement,
                  (ii) for any services that are in support of Vendor's
                  provision of the Services (e.g., janitorial services or
                  catering services) from a Vendor Service Location, or
                  (iii) subcontracts pursuant to which Vendor intends to pay to
                  the Subcontractor less than twenty percent (20%) of the
                  aggregate Charges reasonably expected to be payable under the
                  applicable Services Agreement during any Contract Year (any
                  of the foregoing, a "Permitted Subcontract"). Prior to
                  entering into a subcontract (other than a Permitted
                  Subcontract) with a third party to provide or perform any part
                  of the Services, Vendor shall (y) give Oncor reasonable prior
                  notice specifying the components of the Services affected, the
                  scope of the proposed subcontract, the identity and
                  qualifications of the proposed Subcontractor, and the reasons
                  for subcontracting the work in question and (z) obtain Oncor's
                  prior approval of such Subcontractor.

       (b)        Shared Subcontractors. Notwithstanding Section 8.6(a), Vendor
                  may, in the ordinary course of business, subcontract with
                  temporary personnel firms for the provision of temporary
                  contract labor (collectively, "Shared Subcontractors");
                  provided, that such Shared Subcontractors possess the training
                  and experience, competence and skill to perform the work in a
                  skilled and professional and workmanlike manner. Oncor shall
                  have no approval right with respect to such Shared
                  Subcontractors. If, however, Oncor expresses dissatisfaction
                  with the services of a Shared Subcontractor, Vendor shall work
                  in good faith to resolve Oncor's concerns on a mutually
                  acceptable basis.

       (c)        Vendor Responsibility.  For purposes of this Agreement,
                  (i) services, functions and responsibilities performed or
                  provided by Subcontractors (including their personnel) shall
                  be deemed Services performed and provided by Vendor,
                  (ii) references to Vendor shall include such Subcontractors
                  (including for purposes of compliance with operations,
                  policies, procedures, rules, standards and the like of Oncor
                  and the indemnities under this Agreement),  (iii) Vendor
                  shall be responsible for any failure by any  Subcontractor to
                  perform in accordance with this Agreement or to comply
                  with any duties or obligations imposed on Vendor under this
                  Agreement (including  the Service  Levels) to the same
                  extent as if such failure to perform or comply was committed
                  by Vendor or Vendor employees,  and (iv) Vendor shall be
                  responsible for the  performance of all  Subcontractors
                  providing any of the Services.  Vendor shall be Oncor's sole
                  point of contact regarding the Services.

<PAGE>

8.7    Requirement of Writing. To the extent Oncor is required under this
       Agreement to obtain Vendor's approval, consent or agreement, such
       approval, consent or agreement must be in writing and must be signed by
       or directly transmitted by electronic mail from the Vendor Account
       Executive or by the applicable individual to whom authority has been
       delegated in accordance with Section 7.8. Notwithstanding the preceding
       sentence, the Vendor Account Executive may agree in advance in writing
       that as to certain specific matters oral approval, consent or agreement
       will be sufficient.

9.     ONCOR RESPONSIBILITIES

9.1    Responsibilities.  In addition to Oncor's responsibilities expressly set
       forth elsewhere in this  Agreement, Oncor shall be responsible for the
       following:

       (a)        Oncor  Account  Executive.  Oncor  shall  designate  one
                  (1) individual to whom all Vendor communications concerning
                  this Agreement may be addressed (the "Oncor Account
                  Executive"), who shall have the authority to act on behalf of
                  Oncor in all day-to-day matters pertaining to this Agreement.
                  Oncor may change the designated Oncor Account Executive by
                  providing notice to Vendor.  Additionally, (i)Oncor shall be
                  entitled to designate additional representatives who
                  will be authorized to make certain decisions (e.g., regarding
                  emergency  maintenance) if the Oncor Account Executive
                  is not available  and (ii) the  Oncor  Account  Executive
                  shall be entitled to delegate any of his or her rights and
                  obligations to one or more designees upon prior notice to
                  Vendor.  Vendor is entitled to rely upon  instructions
                  given by the Oncor Account Executive or any other individual
                  designated to have decision-making authority in accordance
                  with this Section 9.1(a).

       (b)        Cooperation. Oncor shall cooperate with Vendor by, among other
                  things, making available, as reasonably requested by Vendor
                  and as otherwise required by this Agreement, management
                  decisions, information, approvals and acceptances so that
                  Vendor may accomplish its obligations and responsibilities
                  hereunder.

       (c)        Requirement of Writing. To the extent Vendor is required under
                  this Agreement to obtain Oncor's approval, consent or
                  agreement, such approval, consent or agreement must be in
                  writing and must be signed by or directly transmitted by
                  electronic mail from the Oncor Account Executive or by the
                  applicable individual to whom authority has been delegated in
                  accordance with Section 9.1(a). Notwithstanding the preceding
                  sentence, the Oncor Account Executive may agree in advance in
                  writing that as to certain specific matters oral approval,
                  consent or agreement will be sufficient.

9.2      Savings Clause.

       (a)        Vendor's failure to timely or otherwise perform its
                  responsibilities under this Agreement (including failure to
                  meet the Service Levels) shall be excused if and to the
                  extent such Vendor non-performance is directly caused by
                  (i) Oncor's or Oncor Third Party Contractor's gross negligence
                  or wrongful acts or omissions or Oncor's or Oncor Third Party
                  Contractor's breach of its obligations under this Agreement,
                  (ii) Software, Equipment or Systems for which Oncor or
                  Oncor  Third  Party  Contractors  have operational
                  responsibility, or (iii) Vendor's compliance with specific
                  instructions of Oncor or Oncor Third Party Contractors. Vendor
                  agrees to timely notify Oncor of such event and its inability
                  to perform under such circumstances to the extent Vendor is
                  aware thereof.  To the extent such non-performance has not
                  occurred, Vendor agrees to provide Oncor with every reasonable
                  opportunity to correct event and thereby avoid such Vendor
                  non-performance. Vendor shall use commercially reasonable
                  efforts to perform the Services notwithstanding such events.


<PAGE>

9.3      Contribution Failure.  If a Contribution Failure occurs:

        (a)       Vendor Effort to Cure. Vendor shall use reasonable best
                  efforts, and Oncor shall cooperate to permit Vendor to procure
                  the applicable consent, permit, approval, authorizations or
                  other actions, or to cure any other fact or circumstance
                  constituting the Contribution Failure.

        (b)       Other Solutions.  If the Contribution Failure is not cured as
                  provided in Section 9.3 (a) and if the  Contribution failure
                  prevents Vendor from performing timely or otherwise performing
                  the Services including meeting the Transition Milestones, the
                  Vendor shall use all reasonable best efforts to develop and
                  propose to Oncor a solution that would enable Vendor to
                  perform Services without materially and adversely affecting
                  Oncor's operations or the Services.  If the proposed solution
                  would materially and adversely affect Vendor's costs in
                  providing the Services, Vendor may propose an adjustment to
                  the Charges to take into account the additional costs,
                  whereupon the Parties shall endeavor in good faith to agree to
                  an equitable adjustment to the Charges.  If within 30 days
                  following Vendor's first proposal of the solution and (if
                  applicable) adjustment to the Charges the Parties have not
                  agreed on a proposed solution and (if  applicable) adjustment,
                  the Parties promptly shall meet and endeavor in good faith to
                  agree on a decrease in the scope of the Services or an
                  adjustment to the Service Levels so that Vendor can perform
                  the Services as so adjusted at the Service Levels as so
                  adjusted without increased costs despite the Contribution
                  Failure.

        (c)       To the extent that the Contribution Failure prevents Vendor
                  from performing timely or otherwise performing the Services,
                  the Vendor shall be excused from such performance unless and
                  until the Contribution Failure is cured or a solution or
                  adjustment is agreed as provided in the preceding provisions
                  of this Section.

10.     CHARGES

10.1    General.

        (a)       Payment of Charges. In consideration of Vendor's performance
                  of the Services, Oncor agrees to pay Vendor the applicable
                  Charges set forth in Exhibit 11.

        (b)       No Additional Charges. The charges for Transition Services
                  are set forth in Exhibit 11 and there are no separate or
                  additional charges, fees, expenses or other amounts for such
                  Transition Services. Oncor shall not pay any Charges for the
                  Services in addition to those set forth in the applicable
                  Services Agreement. Any costs incurred by Vendor prior to the
                  Services Agreement Commencement Date are included in the
                  Charges as set forth in Exhibit 11 and shall not be separately
                  paid or reimbursed by Oncor.

        (c)       No Charge for Reperformance. At no additional expense to
                  Oncor, Vendor shall reperform (including any required backup
                  or restoration of data from scheduled backups or, if not
                  available on such backups, restoration by other means with
                  Oncor's reasonable cooperation) any Services that result in
                  incorrect outputs due to an error or breach of this Agreement
                  by Vendor, and the resources required for such performance
                  shall not be counted in calculating the Charges payable or
                  resources utilized by Oncor. Any reperformance required by an
                  error or breach of this Agreement by Oncor, and the resources
                  required for such performance, will be at the sole cost and
                  expense of Oncor.

<PAGE>


        (d)       Eligible Recipient Services. To the extent a designated
                  Eligible Recipient will receive less than all of the Services,
                  Oncor shall identify in advance the Services to be provided by
                  Vendor to such Eligible Recipient. In the event of a
                  transaction described in clause (c) or (d) of the definition
                  of Eligible Recipient, Oncor may elect, on behalf of the
                  Eligible Recipient in question, either (i) that such Eligible
                  Recipient shall continue to obtain some or all of the Services
                  subject to and in accordance with this Agreement for the
                  remainder of the term of the applicable Services Agreement, or
                  (ii) that the Eligible Recipient shall cease to receive some
                  or all of the Services as of a specified date, subject to its
                  receipt of Termination Assistance Services pursuant to Section
                  4.2.

        (e)       Reserved.

        (f)       Reserved.

10.2    Pass-Through Expenses.

        (a)       Procedures and Payment.  Oncor shall pay all Pass-Through
                  Expenses directly to the applicable suppliers following
                  review, validation and approval of such  Pass-Through
                  Expenses by Vendor.  Before submitting an invoice to Oncor for
                  any Pass-Through Expense, Vendor shall (i) review and validate
                  the invoiced charges, (ii) identify any errors or  omissions,
                  and (iii) communicate with the applicable supplier to correct
                  any errors or  omissions,  resolve any questions or issues
                  and obtain any applicable credits for Oncor.  Vendor shall
                  deliver to Oncor the original supplier invoice, together with
                  any documentation supporting such invoice and a statement that
                  Vendor has reviewed and validated the invoiced charges,
                  within ten (10) days after Vendor's receipt thereof, or if
                  earlier, at least three (3) days prior to the date on which
                  payment is due if such  invoice was received by Vendor at
                  least ten (10) days prior to such due date. In addition, if
                  the supplier offers a discount for payment prior to a
                  specified date, Vendor shall deliver such invoice and
                  associated documentation to Oncor at least ten (10) days
                  prior to such date.  To the extent Vendor fails to comply with
                  its obligations hereunder, it shall be financially responsible
                  for any discounts lost or any late fees or interest charges
                  incurred by Oncor and in addition, to the extent Vendor fails
                  to process any invoice in accordance with this provision, it
                  shall be financially responsible for any penalties associated
                  with late payment with respect to such invoiced amounts,
                  provided that in each such case Oncor notified Vendor of the
                  importance of processing the applicable Pass-Through Expense
                  in a timely manner and accordance with the underlying invoice
                  terms

        (b)       Efforts to Minimize. Vendor will continually use commercially
                  reasonable efforts to identify methods of reducing and
                  minimizing Oncor's retained and Pass-Through Expenses and will
                  notify Oncor of such methods and the estimated potential
                  savings associated with each such method.

10.3    Incidental Expenses. Vendor acknowledges that, except as expressly
        provided otherwise in this Agreement, all charges, fees, expenses and
        other amounts (in each case whether internal or in respect of third
        parties) that Vendor incurs in performing the Services and complying
        with this Agreement are included in the Charges. Accordingly, such
        charges, fees, expenses and amounts shall not be separately paid or
        reimbursed by Oncor.


                                       23


10.4    Taxes.  The Parties' respective responsibilities for taxes arising
        under or in connection with this Agreement shall be as follows:

        (a)       Income Taxes. Each Party shall be responsible for its own
                  Income Taxes.

        (b)       Sales, Use and Property Taxes. Each Party shall be responsible
                  for any sales, lease, use, personal property, stamp, duty or
                  other such taxes on Equipment, Software or property it owns or
                  leases from a third party, including any lease assigned
                  pursuant to this Agreement, and/or for which it is financially
                  responsible under this Agreement.

        (c)       Taxes on Goods or Services Used by Vendor. Vendor shall be
                  responsible for all sales, service, value-added, lease, use,
                  personal property, excise, consumption, and other taxes and
                  duties, including VAT, payable by Vendor on any goods or
                  services used or consumed by Vendor in providing the Services
                  (including services obtained from Subcontractors) where the
                  tax is imposed on Vendor's acquisition or use of such goods or
                  services and the amount of tax is measured by Vendor's costs
                  in acquiring or procuring such goods or services and not by
                  Oncor's cost of acquiring such goods or services from Vendor.

        (d)       Service Taxes. Vendor shall be responsible for all Service
                  Taxes in effect as of the Master Agreement Effective Date.
                  Subject to Section 13.3(j) Oncor shall be responsible for all
                  Service Taxes that come into effect after the Master Agreement
                  Effective Date (including increases in the rate of Service
                  Taxes from the rate in effect as of the Master Agreement
                  Effective Date).

        (e)       Notice of New Taxes and Charges. Vendor shall promptly notify
                  Oncor when it becomes aware of any new taxes or other charges
                  (including changes to existing taxes or charges) to be passed
                  through and/or collected by Oncor under this Section. Such
                  notification (which must be separate from the first invoice
                  reflecting such taxes or other charges, if applicable) shall
                  contain a detailed explanation of such taxes or charges,
                  including the effective date of each new tax or charge.

        (f)       Efforts to  Minimize  Taxes.  The Parties  agree to cooperate
                  fully with each other to enable each other to more accurately
                  determine its own tax liability and to minimize such liability
                  to the extent legally permissible.  Vendor's invoices shall
                  separately state the Charges that are subject to taxation and
                  the amount of taxes included therein.  Each Party will provide
                  and make available to the other any resale certificates,
                  information regarding out-of-state or out-of-country sales or
                  use of equipment, materials, or services, and other exemption
                  certificates or information reasonably requested by either
                  Party. At Oncor's request, Vendor shall provide Oncor with
                  (i) written  certification signed by a senior executive of
                  Vendor confirming that Vendor has filed all required tax forms
                  and returns required in connection with any Service Taxes
                  collected from Oncor, and has collected and remitted all
                  applicable Service Taxes, and (ii) such other information
                  pertaining to applicable Taxes as Oncor may reasonably
                  request.

<PAGE>

        (g)       Tax Audits or Proceedings.

                  (i)   The provisions of this Section 10.4(g)(i) shall apply
                        with respect to any audit, proceeding or claim by any
                        Tax Authority that relates to taxes assessed by such Tax
                        Authority for which the other Party is financially
                        responsible and that relates solely to such other Party
                        and, with respect to Vendor, does not involve claims for
                        taxes assessed in connection with any other customer of
                        Vendor. Each Party shall promptly notify the other Party
                        of, and coordinate with the other Party, the response to
                        and settlement of, any claim for Tax Authorities or
                        which the other Party is financially responsible under
                        this Agreement.  With respect to any claim arising out
                        of a form or return signed by a Party to this Agreement,
                        such Party will have the right to elect to control the
                        response to and settlement of the claim, but the other
                        Party will have all rights to participate in the
                        responses and settlements commensurate with its
                        potential responsibilities or liabilities. Each Party
                        also shall have the right to challenge the imposition of
                        any tax liability for which it is financially
                        responsible under this Agreement or, if necessary, to
                        direct the other Party to challenge the imposition of
                        any such tax liability.  If either Party requests the
                        other to challenge the imposition of any tax liability,
                        such other Party shall do so (unless and to the extent
                        it assumes financial responsibility for the tax
                        liability in question), and the requesting Party shall
                        reimburse the other for all fines, penalties, interest,
                        additions to taxes or similar liabilities imposed in
                        connection therewith,  plus the reasonable legal,
                        accounting and other professional fees and expenses it
                        incurs.  Each Party shall be entitled to any tax refunds
                        or rebates obtained with respect to the taxes for which
                        such Party is financially responsible under this
                        Agreement.

                 (ii)   The provisions of this Section 10.4(g)(ii) shall apply
                        to any audit, proceeding or claim by any Tax Authority
                        that relates to a type of tax (e.g.,  a Service  Tax)
                        assessed by such Tax Authority to one Party for which
                        the other Party is financially responsible under this
                        Agreement and for which Vendor or other Vendor customers
                        are also financially responsible in other similar
                        transactions.  Each Party shall promptly notify the
                        other of any claim for taxes assessed by applicable Tax
                        Authorities for which the other Party is responsible
                        under this Agreement.  Each Party shall provide any
                        information related to such claim reasonably requested
                        by the other Party. If either Party has a reasonable
                        basis for a challenge and requests the other to so
                        challenge the imposition of any tax liability, such
                        other Party shall do so (unless and to the extent it
                        assumes financial responsibility for the tax liability
                        in question), and the requesting Party shall reimburse
                        the other for all reasonable legal, accounting or other
                        professional fees and expenses it incurs in such
                        challenge.  In addition, neither Party shall enter into
                        a settlement of any tax liability that creates a binding
                        financial obligation for the other Party without the
                        other Party's approval, which shall not be unreasonably
                        withheld; provided that the other Party assumes
                        financial liability for any interest, penalties or fines
                        which accrue on the claimed amount, and provided further
                        that this subsection (ii) shall not limit Vendor's right
                        or ability to settle similar claims related to other


<PAGE>

                        customers or amounts for which Vendor has financial
                        responsibility. Each Party shall be entitled to any tax
                        refunds or rebates obtained with respect to taxes for
                        which such Party is financially responsible under this
                        Agreement.

        (h)       Tax Filings. Each Party represents, warrants and covenants
                  that it will file appropriate tax returns, and pay applicable
                  taxes owed arising from or related to the provision of the
                  Services in applicable jurisdictions. Vendor represents,
                  warrants and covenants that it is registered to and will
                  collect and remit Service Taxes in all applicable
                  jurisdictions.

10.5    New Services.

        (a)       Procedures.  If Oncor requests that Vendor perform any New
                  Services reasonably related to the Services or other services
                  generally provided by Vendor, Vendor shall promptly prepare a
                  New Services proposal for Oncor's consideration. Unless
                  otherwise agreed by the Parties, Vendor shall prepare such
                  New Services proposal at no additional charge to Oncor and
                  shall use commercially reasonable efforts to deliver such
                  proposal to Oncor within thirty (30) days of its receipt of
                  Oncor's request or more quickly in the case of a pressing
                  business need or an emergency  situation.  Oncor shall timely
                  provide such information as Vendor reasonably requests in
                  order to prepare such New Service  proposal. Such New Services
                  proposal shall include the following at a level of detail
                  sufficient to permit Oncor to make an informed business
                  decision: (i) a  project plan and fixed price or price
                  estimate for the New  Service,  (ii) a breakdown of such
                  price or estimate, (iii) a description of the service levels
                  to be associated with such New Service, (iv) a schedule for
                  commencing and completing the New Service, (v) a description
                  of any new hardware or software to be provided by Vendor in
                  connection with the New Service, (vi) a description of any
                  software, hardware and other resources, including Resource
                  Unit (as defined in Exhibit 11) utilization, necessary to
                  provide the New Service, (vii) any additional facilities or
                  labor resources to be provided by Oncor in connection with the
                  proposed New Service, and (viii) in the case of any Developed
                  Materials to be created through the provision of the proposed
                  New Services, any Vendor ownership rights therein.  Oncor may
                  accept or reject any New Services proposal in its sole
                  discretion and Vendor shall not be obligated to perform any
                  New Services to the extent the applicable proposal is
                  rejected.  Oncor's acceptance of a New Services proposal shall
                  only be valid and binding on Oncor if approved in writing by
                  the Oncor Account Executive.  Unless the Parties otherwise
                  agree, if Oncor accepts  Vendor's  proposal, Vendor will
                  perform the New Services and be paid in  accordance with the
                  proposal submitted by Vendor and the provisions of this
                  Agreement.  Upon Oncor's acceptance of a Vendor proposal for
                  New  Services,  the scope of the Services will be expanded
                  and the applicable Services Agreement will be modified to
                  include such New Services.  Notwithstanding any provision to
                  the contrary,  (i) Vendor shall act reasonably and in good
                  faith in formulating such pricing proposal, (ii) Vendor shall
                  identify potential means of reducing the cost to Oncor,
                  including utilizing Subcontractors as and to the extent
                  appropriate, (iii) such pricing proposal shall be no less
                  favorable to Oncor than the pricing and labor rates set forth
                  in this Agreement for comparable Services, and (iv) such
                  pricing proposal shall take into account the existing and
                  future volume of business between Oncor and Vendor.


<PAGE>

        (b)       Use of Third Parties. Oncor may elect to solicit and receive
                  bids from third parties to perform any New Services. If Oncor
                  elects to use third parties to perform New Services, (i) such
                  New Services shall not be deemed "Services" under this
                  Agreement, and (ii) Vendor shall cooperate with such third
                  parties as provided in Section 4.3.

         (c)      Services Evolution and Modification. The Parties anticipate
                  that the Services will evolve and be supplemented, modified,
                  enhanced or replaced over time to keep pace with technological
                  and process advancements and improvements in the methods of
                  performing and delivering services and the changes in the
                  businesses of Oncor. The Parties acknowledge and agree that
                  these changes will modify the Services and will not be deemed
                  to result in New Services unless the changed services meet the
                  definition of New Services, in which case Vendor shall have
                  the right to produce a proposal for Oncor to provide such New
                  Services.

         (d)      End User and Eligible Recipient Requests. Vendor will promptly
                  inform the Oncor Account Executive of requests for New
                  Services from End Users, and subject to the provisions of
                  subsection (a) above, shall submit any proposals for New
                  Services to the Oncor Account Executive. Vendor shall not
                  agree to provide New Services to any End Users without the
                  prior written approval of the Oncor Account Executive. If
                  Vendor fails to comply strictly with this Section 10.5(d), it
                  shall receive no compensation for any services rendered to any
                  person or entity.

         (e)      Efforts to Reduce Costs and Charges.  Oncor may request that
                  the Parties work together to identify ways to achieve
                  reductions in the cost of service delivery and corresponding
                  reductions in the Charges to be paid by Oncor by modifying or
                  reducing the nature or scope of the Services, the applicable
                  Service Levels or other contract requirements. If requested by
                  Oncor, Vendor shall promptly prepare a proposal at a level of
                  detail sufficient to permit Oncor to make an informed business
                  decision identifying all viable means of achieving the desired
                  reductions without adversely impacting business objectives or
                  requirements identified by Oncor. In preparing such a
                  proposal, Vendor shall give reasonable consideration to any
                  means of achieving such reductions proposed by Oncor, Vendor
                  shall negotiate in good faith with Oncor about each requested
                  reduction in Charges and shall identify to Oncor if and to
                  what extent the cost of service delivery may be reduced by
                  implementing various changes in this Agreement.  Oncor
                  shall not be obligated to accept or implement any proposal,
                  and Vendor shall not be obligated to implement any change
                  that affects the terms of this Agreement unless and until
                  such change is reflected in a written amendment to this
                  Agreement.

10.6     Proration.  Periodic charges under this Agreement are to be computed
         on a calendar  month basis,  and shall be prorated for any partial
         month on a calendar day basis.

10.7     Refundable Items.

         (a)     Prepaid Amounts. Where Oncor has prepaid for a service or
                 function for which Vendor is assuming financial responsibility
                 under this Agreement, Vendor shall refund to Oncor, upon
                 either Party identifying and verifying the prepayment, that


<PAGE>

                 portion of such prepaid expense which is attributable to
                 periods on and after the applicable Services Agreement
                 Commencement Date.

         (b)     Refunds and Credits. If either Party should receive a refund,
                 credit, discount or other rebate for goods or services paid by
                 the other Party, the recipient Party shall (i) notify the
                 other Party of such refund, credit, discount or rebate and
                 (ii) pay the full amount of such refund, credit, discount or
                 rebate to the other Party.

10.8     Oncor Benchmarking Reviews.

         (a)     Benchmarking Review.  Beginning on the second anniversary of
                 the Master Agreement  Effective Date and no more frequently
                 than once every 18 months with regard to a Services Agreement
                 thereafter (such 18 months period commencing from the
                 completion of the immediately prior Benchmarking), Oncor may
                 engage the services of an independent third party (a
                 "Benchmarker"),  as agreed upon by both Parties,  to compare
                 the quality and cost of all or any reasonable aggregation of
                 the Services (consistent with the overall structuring of the
                 relationship between the parties, as reflected in the
                 Transaction Agreements) against the quality and cost of service
                 providers performing similar services to ensure that Oncor is
                 receiving from Vendor pricing and levels of service that are
                 competitive with market rates, prices and service levels,
                 given the nature, volume and type of Services provided by
                 Vendor under this Agreement ("Benchmarking").

         (b)     General. Any Benchmarker engaged by Oncor shall execute a
                 non-disclosure agreement substantially in the form of Exhibit
                 7. Vendor shall cooperate fully with Oncor and the Benchmarker
                 and shall provide reasonable access to the Benchmarker during
                 such effort. The Benchmarking shall be conducted so as not to
                 unreasonably disrupt Vendor's operations under this Agreement.
                 The costs of the Benchmarker for each benchmarking analysis
                 shall be shared equally by the Parties.

         (c)     Result of Benchmarking.  If the Benchmarker finds that the
                 Charges paid by Oncor for all Services or for any part of
                 Services are greater than the lowest CONFIDENTIAL MATERIAL
                 REDACTED AND FILED SEPARATELY WITH THE COMMISSION
                 of the prices charged by other service providers for
                 work of a similar nature, type or volume (the "Benchmark
                 Standard"), the Benchmarker shall submit a written report
                 to Oncor and to Vendor setting forth such findings and
                 conclusions (the  "Benchmark  Report").  Following Oncor's
                 receipt of the Benchmark Report,  the Parties shall promptly
                 meet to review the results indicated therein and Vendor
                 shall, at Oncor's option and in Oncor's sole discretion,
                 decrease the Charges (retroactive to the date of commencement
                 of the Benchmarking) such that the reduced Charges for the
                 Benchmarked Services are not greater than the Benchmark
                 Standard. If the Benchmarker does not issue a Benchmark Report,
                 then at Oncor's reasonable request the Benchmarker shall
                 provide Oncor and Vendor with materials indicating its
                 observations and suggestions based on the data collected or
                 used during the Benchmarking analysis.
<PAGE>

11.              INVOICING AND PAYMENT

11.1     Invoicing.

         (a)     Invoice. With regard to each Services Agreement, within five
                 (5) days after the beginning of each month, Vendor shall
                 present Oncor with an invoice for any non-recurring Charges
                 due and owing for the preceding month (the "Monthly Invoice"),
                 including any ARCs and RRCs. The invoice shall be delivered to
                 Oncor, at its request, at the address(es) listed in Section
                 19.3 and/or electronically. Except with respect to the Base
                 Services Charges (which shall be payable as provided in
                 Section 11.1(b) below) Vendor shall not invoice Oncor for any
                 advance or concurrent charges or other amounts.

         (b)     Payment. The Base Services Charges shall be paid two months in
                 advance on the first day of a month (e.g., on January first
                 Oncor shall pay the Base Services Charges for February) .
                 Subject to the other provisions of this Article 11, each
                 Monthly Invoice for non-recurring Charges provided for under
                 Section 11.1 shall be due and payable within forty-five (45)
                 days after receipt by Oncor of such Monthly Invoice unless the
                 amount in question is disputed in accordance with Section 11.4
                 of the Master Agreement.

         (c)     Form and Data.  At Oncor's request, Vendor shall provide
                 separate Monthly Invoices for each Eligible Recipient then
                 receiving Services, allocated among such Eligible Recipients
                 based on the chargeback data generated by Vendor and/or
                 the allocation formula provided by Oncor.  Each invoice shall
                 (i) comply with all applicable legal, regulatory and accounting
                 requirements and (ii) allow Oncor to validate volumes and fees.
                 Upon Oncor's  request,  Vendor shall within seven (7) days
                 provide Oncor with information and data to permit Oncor to
                 chargeback internally to the same organizational level and at
                 the same level of detail in use by Oncor as of the  Services
                 Agreement Commencement Date.  Each invoice shall include the
                 pricing calculations and related data utilized to establish
                 the Charges.  The data underlying each invoice shall be
                 delivered to Oncor electronically in a form and format
                 compatible with Oncor's accounting systems.

         (d)     Credits. To the extent a credit may be due to Oncor pursuant
                 to this Agreement, Vendor shall provide Oncor with an
                 appropriate credit against amounts then due and owing; if no
                 further payments are due to Vendor, Vendor shall pay such
                 amounts to Oncor within fifteen (15) days of the date of
                 Vendor's final invoice.

         (e)     Time Limitation. If Vendor fails to provide an invoice (other
                 than with respect to Pass-Through Expenses) to Oncor for any
                 amount within one hundred eighty (180) days after the month in
                 which the Services in question are rendered or the expense
                 incurred, Vendor shall waive all rights it may otherwise have
                 to invoice for and collect such amount.

11.2     Payment Due. Any undisputed amounts due under this Agreement for which
         a time of payment is not otherwise specified shall be due and payable
         within forty-five (45) days of the receipt of a proper invoice by
         Oncor. Any late payments shall be subject to interest from the date on
         which payment was due at the rate set by Citibank, N.A. as its prime
         lending rate plus two (2) percent per annum.

11.3     Set Off. With respect to any amount to be paid or reimbursed by either
         Party under a particular Services Agreement, such Party may set off
         against such amount any amount that the other Party is obligated to pay
         or credit such Party under the applicable Services Agreement.


<PAGE>


11.4     Disputed  Charges.  Oncor may only withhold payment of relevant
         portions of Charges if Oncor reasonably disputes in good faith subject
         to the following:

         (a)      Description and Explanation. Oncor shall notify Vendor and
                  provide a description of the particular Charges in dispute and
                  an explanation of the reason why Oncor disputes such Charges.

         (b)      Continued Performance. If Oncor has withheld payment in
                  accordance with the provisions of this Section, each Party
                  agrees to continue performing its obligations under this
                  Agreement while the applicable dispute is being resolved
                  unless and until such obligations are terminated by the
                  termination or expiration of this Agreement.

         (c)      No Waiver. Neither the failure to dispute any Charges or
                  amounts prior to payment nor the failure to withhold any
                  amount shall constitute, operate or be construed as a waiver
                  of any right Oncor may otherwise have to dispute any Charge or
                  amount or recover any amount previously paid.

12.      Oncor DATA AND OTHER PROPRIETARY INFORMATION

12.1     Oncor Ownership of Oncor Data. Oncor Data are and shall remain the
         property of Oncor and Vendor shall not possess or assert any lien or
         other interest, title or right in, to or under any Oncor Data. Vendor
         shall promptly deliver Oncor Data (or the portion of such Oncor Data
         specified by Oncor) to Oncor in the format and on the media on which
         such Oncor Data is held or contained by Vendor in accordance with this
         Agreement (i) at any time at Oncor's reasonable request, (ii) at the
         end of the term of each applicable Services Agreement and the
         completion of all requested Termination Assistance Services, or (iii)
         with respect to particular Oncor Data, at such earlier date that such
         data are no longer required by Vendor to perform the Services.
         Thereafter, Vendor shall return or destroy, as directed by Oncor, all
         copies of the Oncor Data in Vendor's possession or under Vendor's
         control within ten (10) days and deliver to Oncor written certification
         of such return or destruction signed by a senior executive of Vendor.
         Oncor Data shall not be utilized by Vendor for any purpose other than
         the performance of Services and shall not be sold, assigned, leased,
         commercially exploited or otherwise provided to third parties by or on
         behalf of Vendor or any Vendor Personnel. Notwithstanding any other
         provision of this Agreement, Vendor shall not undertake or engage in
         any activity with respect to any Oncor Personal Data which would
         constitute Vendor's functioning in the capacity of a "controller," as
         such capacity may be identified and defined in the respective
         applicable Privacy Laws and Vendor shall promptly notify Oncor if it
         believes that any use of Oncor Data by Vendor contemplated under this
         Agreement or to be undertaken as part of the Services would constitute
         Vendor so functioning in the capacity of a "controller."


<PAGE>

12.2     Safeguarding Oncor Data.

         (a)      Safeguarding  Procedures.  Vendor shall establish and maintain
                  environmental, safety and facility procedures, data security
                  procedures and other safeguards against the destruction, loss,
                  unauthorized access, use or alteration of Oncor Data
                  in the possession of Vendor which are (i) no less rigorous
                  than those  maintained  by Oncor as of the  applicable
                  Services Agreement Commencement Date (or  implemented by
                  Oncor in the future to the extent  deemed  necessary  by
                  Oncor),  as the same may be amended or modified from time to
                  time,  and  (ii) adequate  to meet the  requirements  of
                  Oncor's then current  records  retention  policy, as the same
                  may be amended or modified from time to time (provided
                  that any such amendment or modification is in accordance with
                  the Adjustment Process and applicable laws).  Vendor will
                  revise and maintain such procedures and safeguards upon
                  Oncor's reasonable request and in accordance with the
                  Adjustment Process.  Oncor shall have the right to establish
                  backup security for Oncor Data and to keep in its possession
                  backup copies of the Oncor Data at Oncor's expense.  Vendor
                  shall remove all Oncor Data from any media taken out of
                  service and shall destroy or securely erase such media in
                  accordance with the Policy and  Procedures Manual.  No media
                  on which Oncor Data is stored may be used or re-used to store
                  data of any other customer of Vendor or to deliver data to a
                  third party, including another Vendor customer, unless
                  securely erased in accordance with the Policy and Procedures
                  Manual.  In the event Vendor discovers or is notified of a
                  breach or potential breach of security relating to Oncor Data,
                  Vendor shall  (i) immediately notify Oncor of such breach or
                  potential breach and perform a Root Cause Analysis thereon,
                  (ii) investigate such breach or potential  breach, (iii) if
                  the breach is attributable to Vendor, remediate the effects of
                  such breach or potential breach, and (iv) if  the breach is
                  attributable  to Vendor, provide Oncor with such assurances
                  as Oncor shall request that such breach or potential breach
                  will not recur.

         (b)      Reconstruction Procedures. Vendor shall be responsible for
                  developing and maintaining procedures for the reconstruction
                  of destroyed, lost or altered Oncor Data which are (i) no less
                  rigorous than those maintained by Oncor as of the applicable
                  Services Agreement Commencement Date and (ii) no less rigorous
                  than those maintained by Vendor for its own and other
                  customers' information of a similar nature as the same may be
                  amended and modified from time to time.

         (c)      Corrections. Vendor shall correct all Oncor Data that is
                  altered or that becomes inaccurate after the Master Agreement
                  Effective Date; provided that any such alteration or
                  inaccuracy caused by Oncor or that existed prior to the Master
                  Agreement Effective Date shall be corrected by Vendor at
                  Oncor's expense.

         (d)      Restoration. Vendor shall restore all Oncor Data that is
                  destroyed or becomes lost after the applicable Services
                  Agreement Commencement Date (other than in the instances in
                  which the parties reasonably agree that it would be
                  impracticable to restore such Oncor Data); provided that any
                  destruction or loss caused by Oncor or that existed prior to
                  the applicable Services Agreement Commencement Date shall be
                  corrected by Vendor at Oncor's expense.


<PAGE>

12.3     Confidentiality.

         (a)      Proprietary Information.  Vendor and Oncor each acknowledge
                  that the other possesses and will continue to possess
                  information that has been developed or received by it, has
                  commercial  value in its or its customers'  businesses and
                  is not generally available to the public.  Except as otherwise
                  specifically agreed in writing by the Parties, "Proprietary
                  Information" shall mean (i) this Agreement and the existence
                  and terms hereof, (ii) all information marked confidential,
                  restricted or proprietary by either Party, and (iii) any other
                  information that is treated as confidential by the disclosing
                  Party and would reasonably be understood to be confidential,
                  whether or not so marked.  In the case of Oncor, Proprietary
                  Information also shall include Developed Materials,
                  Oncor Data, attorney-client privileged materials, attorney
                  work product, customer lists, customer contracts,  customer
                  information,  rates and pricing, information with respect to
                  competitors, strategic plans, account information, rate
                  case  strategies,  research  information,  chemical  formulae,
                  product formulations,  plant and equipment design information,
                  catalyst information, information that contains trade secrets,
                  financial/accounting information (including assets,
                  expenditures, mergers, acquisitions, divestitures, billings
                  collections, revenues and finances), human resources and
                  personnel information,  marketing/sales information,
                  information regarding businesses,  plans, operations, third
                  party contracts, licenses, internal or external audits, law
                  suits, regulatory compliance or other information or data
                  obtained, received, transmitted, processed, stored, archived,
                  or maintained by Vendor under this Agreement.  By way of
                  example, Oncor's Proprietary Information shall include plans
                  for changes in Oncor Facilities, business units and product
                  lines, plans for business mergers, acquisitions or
                  divestitures,  rate information,  plans for the development
                  and marketing of new products, financial forecasts and
                  budgets, technical proprietary information, employee lists
                  and company telephone or e-mail directories.  In the case of
                  Vendor, Proprietary Information shall include data,
                  financial information, account information, information
                  regarding Vendor's business plans and operations, and
                  proprietary software, tools and methodologies owned by Vendor
                  and used in the performance of the Services, plans for
                  changes in Vendor's facilities, business units and product
                  lines, plans for business mergers, acquisitions or
                  divestitures, plans for the development and marketing of new
                  products, financial forecasts and budgets, technical
                  proprietary information, employee lists and company telephone
                  or e-mail directories.  Each Party's Proprietary Information
                  shall remain the property of such Party.

         (b)      Obligations.

                  (i)   During  the Term and at all times thereafter subject to
                        Section 12.3(f), Vendor and Oncor shall not disclose,
                        and shall maintain the confidentiality of, all
                        Proprietary Information of the other Party.  Oncor and
                        Vendor shall each use at least the same  degree of care
                        to safeguard and to prevent disclosing to third parties
                        the Proprietary Information of the other as it employs
                        to avoid unauthorized disclosure, publication,
                        dissemination, use, destruction, loss, or alteration
                        of its own information (or information of its customers)
                        of a similar nature, but not less than reasonable  care.
                        Vendor Personnel shall have access to Oncor's
                        Proprietary Information only to the extent necessary for
                        such person to perform his or her obligations under or
                        with respect to this Agreement or as otherwise naturally
                        occurs in such person's scope of responsibility,
                        provided that such access is not in violation of Law.
<PAGE>

                  (ii)  The Parties may disclose Proprietary Information to
                        their Affiliates (except where prohibited by Oncor
                        Rules or Vendor's rules of which Oncor has been made
                        aware), auditors, attorneys, accountants, consultants,
                        contractors, subcontractors and other professional
                        advisors, where (A) use by such person or entity is
                        authorized under this Agreement or (B) such disclosure
                        is necessary for the performance of such person's or
                        entity's obligations  under or with respect to this
                        Agreement (including in furtherance of the preservation
                        or exercise of the right, remedies and privileges
                        of a Party) or otherwise naturally occurs in such
                        person's or entity's scope of responsibility.  The
                        disclosing Party shall be responsible for the acts or
                        omissions of such person or entity and shall take all
                        necessary steps to ensure that the Proprietary
                        Information is not disclosed or used in contravention
                        of this Agreement. Any disclosure to such person or
                        entity shall be under the terms and conditions as
                        provided herein.

                  (iii) Neither Party shall (A) make any use or copies of the
                        Proprietary Information of the other Party except as
                        contemplated by this Agreement, (B) acquire any right,
                        title or interest in, to or under or assert any lien
                        against the Proprietary Information of the other Party,
                        (C) sell, assign, transfer, lease, or otherwise dispose
                        of Proprietary Information to third parties or
                        commercially exploit such information, including through
                        Derivative Works, or (D) refuse for any reason
                        (including a default or material breach of this
                        Agreement by the other Party) to promptly provide the
                        other Party's Proprietary Information (including copies
                        thereof) to the other Party if requested to do so. Upon
                        expiration or any termination of this Agreement and
                        completion of each Party's obligations under this
                        Agreement, each Party shall return or destroy, as the
                        other Party may direct, all documentation in any medium
                        that contains, refers to, or relates to the other
                        Party's Proprietary Information within thirty (30) days.
                        Each Party shall deliver to the other Party written
                        certification of its compliance with the preceding
                        sentence signed by a senior executive of such Party.
                        In addition, each Party shall take all necessary steps
                        to ensure that its employees comply with these
                        confidentiality provisions.

         (c)      Exclusions.  Section 12.3(b) shall not apply to any particular
                  information which the receiving Party can  demonstrate:
                  (i) is, at the time of disclosure to it, generally available
                  to the public  other than  through a breach of the receiving
                  Party's or a third party's confidentiality obligations,
                  (ii) after disclosure to it, is published by the disclosing
                  Party or otherwise becomes generally available to the public
                  other than through a breach of the receiving Party's or a
                  third party's confidentiality obligations, (iii) is lawfully
                  in the possession of the receiving Party at the time of
                  disclosure to it, (iv) is received from a third party having
                  a lawful right to disclose such information, or (v) is
                  independently developed by the receiving Party without
                  reference to Proprietary  Information of the disclosing Party.
                  Information disclosed hereunder and any combination of
                  features thereof shall not be deemed to be within the
                  foregoing exceptions merely because such information or any
                  combination of the individual features thereof are embraced by
                  more general information in the public knowledge or
                  literature.  In addition, the receiving Party shall not be
                  considered to have breached its obligations under this Section
                  for  disclosing Proprietary Information of the other Party as
                  required, in the opinion of legal counsel, to satisfy any
                  legal requirement of a competent government body, provided
                  that, promptly upon receiving any such request, such Party,
                  to the extent it may legally do so, advises the other Party of
                  the Proprietary Information to be disclosed and the identity
                  of the third party requiring such disclosure prior to
                  making such disclosure in order that the other Party may
                  interpose an objection to such disclosure, take action to
                  assure confidential handling of the  Proprietary Information,
                  or take such other action as it deems appropriate to protect
                  the Proprietary Information.  The receiving Party shall use
                  commercially reasonable efforts to cooperate with the
                  disclosing Party in its efforts to seek a protective order
                  or other appropriate remedy or in the event such protective
                  order or other remedy is not obtained, to obtain assurance
                  that confidential treatment will be accorded such Proprietary
                  Information.

         (d)      Misuse of Proprietary Information.  Each Party shall
                  (i) immediately notify the other Party of any  possession,
                  use, knowledge, disclosure, publication, dissemination,
                  alteration, or loss of such other Party's Proprietary
                  Information in contravention of this Agreement,  (ii)
                  promptly furnish to the other Party all known details and
                  assist such other Party in investigating and/or preventing the
                  reoccurrence thereof, (iii) cooperate with the other Party in
                  any investigation or litigation deemed necessary by such other
                  Party to protect its rights,  and (iv) promptly use all
                  commercially reasonable efforts to prevent further possession,
                  use, knowledge, disclosure, publication, dissemination,
                  alteration, or loss of Proprietary Information in
                  contravention of this Agreement.  Each Party shall bear any
                  costs it incurs in complying with this Section 12.3(d).
<PAGE>
         (e)      No Implied Rights. Nothing contained in this Section 12.3
                  shall be construed as obligating a Party to disclose its
                  Proprietary Information to the other Party, or as granting to
                  or conferring on a Party, expressly or impliedly, any rights,
                  title, interests or license in, to or under any Proprietary
                  Information of the other Party.

         (f)      Survival. The Parties' obligations of non-disclosure and
                  confidentiality shall survive the expiration or termination of
                  this Agreement for a period of three (3) years other than with
                  respect to trade secrets, in which case the obligations shall
                  survive until such time as the applicable information no
                  longer constitutes Proprietary Information as defined in this
                  Agreement.

12.4     File Access. Subject to reasonable security, confidentiality and
         regulatory restrictions imposed by Vendor, Oncor shall have access to,
         and the right to review and retain the entirety of, all computer or
         other files containing Oncor Data, as well as all systems and network
         logs, system parameters and documentation. At no time shall any of such
         files or other materials or information be stored or held in a form or
         manner not accessible to Oncor. Upon the request of the Oncor Account
         Executive, Vendor shall confirm that all files and other information
         provided to Oncor are complete and that no material element, amount, or
         other fraction of such files or other information to which Oncor may
         request access or review has been deleted, lost, withheld, disguised or
         encoded in a manner inconsistent with the purpose and intent of
         providing access to Oncor as contemplated by this Agreement.

13.      REPRESENTATIONS AND WARRANTIES

13.1     Work Standards. Vendor represents and warrants that the Services shall
         be rendered in a professional and workmanlike manner. Vendor represents
         and warrants that it shall use adequate numbers of qualified
         individuals with suitable training, experience, competence and skill to
         perform the Services. Vendor shall provide such individuals with
         training as to new products and services prior to the implementation of
         such products and services in the Oncor environment.

13.2     Authorization.

         Each Party represents and warrants to the other that:

         (a)      Existence. It is a duly incorporated, formed or organized, as
                  applicable, validly existing and in good standing under
                  applicable Laws;

         (b)      Power and Authority. It has the requisite organizational power
                  and authority to execute, deliver and perform its obligations
                  under this Agreement;

         (c)      Legal Authority. It has obtained all governmental
                  authorizations, approvals, or permits required to perform its
                  obligations under this Agreement under all applicable Laws,
                  except to the extent the failure to obtain any such
                  authorizations, approvals, or permits is, in the aggregate,
                  immaterial;

         (d)      Due Authorization. The execution, delivery and performance of
                  this Agreement and the consummation of the transactions
                  contemplated by this Agreement have been duly authorized by
                  the requisite organizational action on the part of such Party;
                  and

         (e)      No Violation or Conflict. The execution, delivery, and
                  performance of this Agreement shall not constitute a violation
                  of any judgment, order, or decree; a material default under
                  any material contract by which it or any of its material
                  assets are bound; or an event that would, with notice or lapse
                  of time, or both, constitute such a default.


<PAGE>

13.3     Compliance with Laws.

         (a)      Compliance by Vendor. Vendor represents and warrants that,
                  with respect to the provision or receipt, as applicable, of
                  the Services, as applicable, and the performance of its other
                  legal and contractual obligations hereunder, it is and shall
                  be in compliance with all applicable Laws, including Laws
                  applicable to Oncor that are not applicable to Vendor of which
                  Oncor has provided notice (including in this Agreement),
                  including identifying and procuring applicable permits,
                  certificates, approvals and inspections required under all
                  Laws. If a charge of non-compliance by Vendor with any Law
                  occurs that impacts or is likely to impact Vendor's
                  performance under this Agreement, Vendor shall promptly notify
                  Oncor of such charge.

         (b)      Compliance by Oncor. Oncor represents and warrants that, with
                  respect to the performance of its legal and contractual
                  obligations hereunder, it is and shall be in compliance with
                  all applicable Laws. If a charge of non-compliance by Oncor
                  with any Law occurs that impacts or is likely to impact
                  Vendor's performance under this Agreement, Oncor shall
                  promptly notify Vendor of such charge.

         (c)      Compliance Data and Reports. At no additional charge and upon
                  Oncor's reasonable request, Vendor shall provide Oncor with
                  data and reports in Vendor's possession necessary for Oncor to
                  meet its obligations to comply with Laws.

         (d)      Notice of Laws. The Parties shall cooperate in interpreting
                  Laws and identifying the impact of Laws on the Services;
                  provided that with respect to those Laws applicable to the
                  businesses of Oncor, Oncor shall retain the right, in its sole
                  discretion, to interpret and determine the impact of such Laws
                  on the Services. At Oncor's reasonable request, Vendor
                  Personnel shall participate in Oncor provided regulatory
                  compliance training programs.

         (e)      Changes in Laws. Vendor shall comply with all Laws and changes
                  in Laws (including Laws specifically applicable to the
                  businesses of Oncor to the extent Vendor receives one-time
                  notice of such Laws from Oncor (including Public Utility
                  Regulatory Act, Tex. Util. Code Ann. ss. 11.001 et. seq.
                  (Vernon 1998 & Supp. 2004) and Gas Utility Regulatory Act,
                  Tex. Util. Code Ann. ss. 101.001 et. seq. (Vernon 1998 & Supp.
                  2004) both of which Vendor is hereby on notice of)), in all
                  cases as such Laws may be amended.

         (f)      Oncor  Costs.  Oncor  shall be responsible for all costs and
                  expenses resulting from changes in Laws applicable to the
                  businesses of Oncor or Oncor's receipt or use of the Services.
                  Any resulting changes to the Services will be addressed
                  through the Change Control Process.  To the extent Oncor
                  declines to have Vendor perform such changes to the Services,
                  Vendor shall not be responsible for any Losses resulting
                  therefrom.  To the extent such changes in Laws impact other
                  Vendor customers, any additional costs shall be apportioned on
                  an equitable  basis to all such customers.  If such change in
                  Law results in a significant increase in the cost of the
                  Services,  Oncor may, at its option,  conduct a Benchmarking
                  in accordance with Section 10.8 to determine if any other
                  service providers are able on similar terms to provide
                  services of a similar nature, type or volume (the "Benchmark
                  Standard") for an amount less than Vendor, in which case
                  Vendor shall decrease the Charges (retroactive to the date of
                  commencement of the Benchmarking) such that the reduced
                  Charges for the applicable Services are not greater than the
                  Benchmark Standard.
<PAGE>

         (g)      Vendor Costs. Vendor shall be responsible for all costs and
                  expenses resulting from changes in Law specifically applicable
                  to the business of Vendor or applicable to the performance of
                  the Services and there shall be no increase to the Charges or
                  to Oncor's retained expenses as a result thereof.

         (h)      Compliance with Data Privacy Laws. Without limiting the
                  foregoing, with respect to any Oncor Personal Data, Vendor
                  shall provide Oncor with such assistance as Oncor may
                  reasonably require to fulfill its responsibilities under the
                  respective applicable Privacy Laws.

         (i)      Responsibility. Vendor shall be responsible for any Losses
                  imposed on Vendor or Oncor resulting from any failure of
                  Vendor to comply with applicable Laws or respond in a timely
                  manner to changes in such Laws, unless and to the extent such
                  failure directly results from the acts or omissions of Oncor,
                  an Eligible Recipient or a Oncor Third Party Contractor in
                  contravention of Oncor's obligations under this Agreement.
                  Oncor shall be responsible for any Losses imposed on Vendor or
                  Oncor resulting from any failure of Oncor to comply with
                  applicable Laws or respond in a timely manner to changes in
                  such Laws, unless and to the extent such failure directly
                  results from the acts or omissions of Vendor or any Vendor
                  Personnel in contravention of Vendor's obligations under this
                  Agreement.

         (j)      Termination.

                  In the event that (a) changes in Law under Section 13.3(f) and
                  (b) changes in Law that result in the imposition of any
                  Services Taxes that are the responsibility of Oncor under
                  Section 10.4(d), in each case which would not have been borne
                  by Oncor had Oncor performed the Services itself, result in a
                  cumulative increase of CONFIDENTIAL MATERIAL REDACTED AND
                  FILED SEPARATELY WITH THE COMMISSION or more in the
                  monthly Charges under a Services Agreement (excluding New
                  Services and ARCs (as defined in Exhibit 11), but not
                  increases in the ARC Rates (as defined in Exhibit 11)) from
                  the monthly Charges in effect as of the Master Agreement
                  Effective Date, then unless Vendor chooses to bear and be
                  responsible for such amounts in excess of CONFIDENTIAL
                  MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION
                  Oncor may, at its option, terminate the applicable
                  Services Agreement by giving Vendor at least ninety (90) days'
                  prior notice and designating a date upon which such
                  termination shall be effective. Vendor shall not be entitled
                  to Termination Charges in connection with a termination on
                  this basis..

13.4     Software.

         (a)      Ownership and Use. Vendor represents, warrants and covenants
                  that it is either the owner of, or authorized to use, any and
                  all Software (other than Software that is part of Oncor
                  Contributed Assets) and used by Vendor in providing the
                  Services. As to any such Third Party Software that Vendor does
                  not own but is authorized to use, (other than Software that is
                  part of Oncor Contributed Assets), Vendor shall advise Oncor
                  as to the ownership and extent of Vendor's rights with regard
                  to such Software to the extent any limitation in such rights
                  would impair Vendor's performance of its obligations under
                  this Agreement.
<PAGE>

         (b)      Performance. Vendor represents, warrants and covenants that
                  any Vendor Owned Software (other than Software that is part of
                  Oncor Contributed Assets) will Comply with its Specifications
                  and will provide the functions and features and operate in the
                  manner described therein.

         (c)      Developed Materials Compliance. Vendor warrants and covenants
                  that Developed Materials will Comply with the applicable
                  Specifications in all material respects and provide the
                  functions and features and operate in the manner described in
                  Schedule E to the applicable Services Agreement or otherwise
                  agreed by the Parties. Vendor shall promptly correct any
                  material failure to Comply.

         (d)      Nonconformity. In addition to the foregoing, in the event that
                  the Vendor Owned Software (other than Software that is part of
                  Oncor Contributed Assets) or Developed Materials do not Comply
                  with the Specifications and criteria set forth in this
                  Agreement, and/or materially and adversely affect the
                  Services, Vendor shall expeditiously repair or replace such
                  Software or Material with conforming Software or Material.

13.5     Non-Infringement.

         (a)      Performance of  Responsibilities.  Each Party represents and
                  warrants that it shall perform its responsibilities under this
                  Agreement in a manner that does not infringe, or constitute
                  an infringement or misappropriation of, any patent, copyright,
                  trademark, trade secret or other proprietary, intellectual
                  property or privacy rights of any third party; provided,
                  however, that the performing Party shall not have any
                  obligation or liability to the extent any infringement or
                  misappropriation is caused by (i) modifications made by the
                  other Party or its contractors or subcontractors, without the
                  knowledge or approval of the performing Party, (ii) the other
                  Party's combination of the performing Party's work product or
                  Materials with items not furnished, specified or reasonably
                  anticipated by the performing Party or contemplated by this
                  Agreement, (iii) a breach of this Agreement by the other
                  Party, or (iv) the failure of the other Party to use
                  corrections or modifications provided by the performing Party
                  offering equivalent features and functionality.  Each Party
                  further represents and warrants that it will not use or create
                  materials in connection with the Services which are libelous,
                  defamatory or obscene.

13.6     Oncor 2003 Base Case. Oncor represents and warrants that it is not
         aware of any material errors or omissions in the Oncor 2003 Base Case.
         To the best of Oncor's knowledge, the year-to-date 2004 costs for the
         services referred to in Section 4.1(a)(iv)(z) bear reasonable relation
         to the Oncor 2003 Base Case, except with regard to the substantial
         expansion in the customer care and call center services.

                                       38
<PAGE>

13.7     Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT
         (WHICH, FOR THE AVOIDANCE OF DOUBT, INCLUDES EACH OF THE SERVICES
         AGREEMENTS), NEITHER PARTY MAKES ANY REPRESENTATIONS, CONDITIONS OR
         WARRANTIES TO THE OTHER PARTY, WHETHER EXPRESS OR IMPLIED, INCLUDING
         IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
         PARTICULAR PURPOSE.

14.      INSURANCE AND RISK OF LOSS

         Vendor shall comply with the provisions of Exhibit 9.

15.      INDEMNITIES

15.1     Indemnity by Vendor. Vendor agrees to indemnify, defend and hold
         harmless Oncor and its Affiliates and their respective officers,
         directors, employees, agents, representatives, successors, and assigns
         from and against any and all Losses due to third party claims
         (excluding the claims of Eligible Recipients but not those of their
         employees, representatives and agents) arising from or in connection
         with any of the following:

         (a)      Representations and Warranties Vendor's breach of any of the
                  representations, and warranties set forth in this Agreement.

         (b)      Licenses, Leases and Contracts. Vendor's failure to observe or
                  perform any duties or obligations to be observed or performed
                  on or after the applicable Services Commencement Date by
                  Vendor under Third Party Software licenses, Equipment Leases
                  or Third Party Contracts used by Vendor to provide the
                  Services.

         (c)      Oncor Data or Proprietary Information. Vendor's breach of its
                  obligations with respect to Oncor Data or Oncor Proprietary
                  Information.

         (d)      Infringement. Infringement or misappropriation or alleged
                  infringement or alleged misappropriation of a patent, trade
                  secret, copyright, trademark or other proprietary or
                  intellectual property rights in breach of Vendor's
                  representation in Section 13.4 or 13.5.

         (e)      Government Claims. Claims by government regulators or agencies
                  for fines, penalties, sanctions, underpayments or other
                  remedies to the extent such fines, penalties, sanctions,
                  underpayments or other remedies relate to Vendor's breach of
                  this Agreement.
<PAGE>

         (f)      Taxes. Taxes, together with interest and penalties, that are
                  the responsibility of Vendor under Section 10.4.

         (g)      Other Third Parties. Services, products or systems (not
                  constituting Services provided pursuant to this Agreement)
                  provided by Vendor to a third party.

         (h)      Affiliate or Subcontractor Claims. Any claim initiated by (A)
                  a Vendor Affiliate or Subcontractor asserting rights under
                  this Agreement other than a claim for which Oncor is obligated
                  to indemnify Vendor under this Agreement, or (B) any entity to
                  which Vendor assigned, transferred, pledged, hypothecated or
                  otherwise encumbered its rights to receive payments from Oncor
                  under this Agreement with Oncor's consent pursuant to Section
                  19.14.

         (i)      Vendor Personnel Injury Claims. Any claim by Vendor Personnel
                  for death or bodily injury suffered at an Oncor Facility other
                  than claims for death or bodily injury caused by any act,
                  omission, fault or negligence by Oncor.

         (j)      Employment  Claims.  Any claim (including  claims by
                  Transitioned  Employees) relating to any (i) violation by
                  Vendor or its officers, directors, employees, representatives
                  or agents, of any Laws or any common law protecting persons
                  or members of protected classes or categories, including Laws
                  prohibiting discrimination or harassment on the basis of
                  a protected  characteristic,  (ii) liability  arising or
                  resulting from the employment of Vendor Personnel (including
                  Transitioned  Employees) by Vendor (including liability for
                  any social security or other employment taxes,  workers'
                  compensation claims and premium payments, and contributions
                  applicable to the wages and salaries of such Vendor Personnel)
                  (iii) payment or failure to pay any salary, wages or other
                  cash compensation due and owing to any Vendor Personnel
                  (including Transitioned Employees from and after their
                  Employment Effective Dates), (iv) employee pension or other
                  benefits of any Vendor Personnel (including Transitioned
                  Employees) accruing from and after their Employment Effective
                  Date, (v) other aspects of the employment relationship of
                  Vendor Personnel (including Transitioned Employees) with
                  Vendor or the termination of such relationship, including


<PAGE>
                  claims for wrongful discharge, claims for breach of express or
                  implied employment contract and claims of joint employment;
                  and/or (vi) liability resulting from representations (oral or
                  written) to the Oncor employees identified on Schedule M to
                  the applicable Services Agreement by Vendor (or its respective
                  officers,  directors,  employees,  representatives or
                  agents),  or other acts or omissions with respect to the Oncor
                  employees  identified on Schedule M to the applicable
                  Services Agreement by such persons or entities, including any
                  act, omission or representation made in connection  with the
                  interview, selection,  hiring and/or transition process, the
                  offers of employment made to such employees,  the failure to
                  make offers to any such employees or the terms and conditions
                  of such offers (including compensation and employee benefits),
                  except, in each case, to the extent arising out of: (i) any
                  act, omission, fault or neglect of Oncor or Oncor Third Party
                  Contractors, (ii) errors or  inaccuracies in the information
                  provided by Oncor and faithfully communicated by Vendor or
                  (iii) the failure of Oncor or Oncor Third Party Contractors to
                  comply with Oncor's  responsibilities under this Agreement.

15.2     Indemnity by Oncor. Oncor agrees to indemnify, defend and hold harmless
         Vendor and its officers, directors, employees, agents, representatives,
         successors, and assigns, from and against any and all Losses due to
         third party (excluding the claims of Vendor Affiliates and
         Subcontractors, but not those of their employees, representatives and
         agents) claims arising from or in connection with any of the following:

         (a)      Representations and Warranties. Oncor's breach of any of the
                  representations and warranties set forth in this Agreement.

         (b)      Licenses, Leases or Contracts. Oncor's failure to observe or
                  perform any duties or obligations to be observed or performed
                  by Oncor under any of the applicable Third Party Software
                  licenses, Equipment Leases or Third Party Contracts to the
                  extent Oncor is financially or operationally responsible under
                  this Agreement.

         (c)      Vendor's Proprietary Information. Oncor's breach of its
                  obligations with respect to Vendor's Proprietary Information.

         (d)      Infringement. Infringement or misappropriation or alleged
                  infringement or alleged misappropriation of a patent, trade
                  secret, trademark, copyright or other proprietary or
                  intellectual property rights in contravention of Oncor's
                  representations, warranties and covenants in Section 13.5.

         (e)      Taxes. Taxes, together with interest and penalties, that are
                  the responsibility of Oncor under Section 10.4.

         (f)      Government Claims. Claims by government regulators or agencies
                  for fines, penalties, sanctions, underpayments, or other
                  remedies to the extent such fines, penalties, sanctions,
                  underpayments, or other remedies related to Oncor's breach of
                  this Agreement.

         (g)      Oncor Affiliate, Eligible Recipient or Third Party Contractor
                  Claims. Any claim, initiated by a Oncor Affiliate, an Eligible
                  Recipient (other than Oncor) or a Oncor Third Party Contractor
                  asserting rights under this Agreement, other than a claim for
                  which Vendor is obligated to indemnify Oncor under this
                  Agreement.

<PAGE>

         (h)      Employment Claims. Any claim relating to (i) violation by
                  Oncor or its respective officers, directors, employees,
                  representatives or agents, of any Laws or any common law
                  protecting persons or members of protected classes or
                  categories, including laws or regulations prohibiting
                  discrimination or harassment on the basis of a protected
                  characteristic, (ii) liability arising or resulting from the
                  employment of persons (including Transitioned Employees prior
                  to their Employment Effective Date) by Oncor (iii) payment or
                  failure to pay any salary, wages or other cash compensation
                  due and owing to any employee of Oncor (including Transitioned
                  Employees prior to their Employment Effective Dates), (iv)
                  employee pension or other benefits of any employee of Oncor
                  (including Transitioned Employees prior to their Employment
                  Effective Dates), (v) other aspects of the employment
                  relationship of any employee of Oncor (including Transitioned
                  Employees prior to their Employment Effective Dates and
                  provided, in no event will Oncor be liable for any claim
                  related to a Transitioned Employee's employment relationship
                  arising on or after such Transitioned Employee's Employment
                  Effective Date regardless of a finding by any court or
                  authoritative body that Oncor is or was an employer of such
                  Transitioned Employee on or after his or her Employment
                  Effective Date) and/or (vi) liability resulting from any
                  representations (oral or written) to the Oncor employees
                  identified on Schedule M to the applicable Services Agreement
                  by Oncor (or its officers, directors, employees,
                  representatives or agents), or other acts of Oncor prior to
                  the applicable Employment Effective Date in connection with
                  the selection and hiring by Vendor of the Oncor employees
                  identified on Schedule M to the applicable Services Agreement,
                  except, in each case, to the extent arising out of (i) any
                  act, omission, fault or neglect of Vendor (or its officers,
                  directors, employees, representatives or agents), (ii) errors
                  or inaccuracies in the information provided by Vendor and
                  faithfully communicated by Oncor, or (iii) the failure of
                  Vendor (or its officers, directors, employees, representatives
                  or agents) to comply with Vendor's responsibilities under this
                  Agreement.

(i)               Oncor Personnel Injury Claims. Any claims by Oncor Personnel
                  for death or bodily injury suffered at a Vendor Facility to
                  the extent caused by any act, omission, fault or negligence by
                  Oncor.

15.3     Reserved.

15.4     Indemnification Procedures. With respect to claims which are subject to
         indemnification under this Agreement (other than as provided in Section
         15.6 with respect to claims covered by Section 15.1(f)), the following
         procedures shall apply:

         (a)      Notice. Promptly after receipt by any entity entitled to
                  indemnification under this Agreement of notice of the
                  commencement or threatened commencement of any civil,
                  criminal, administrative, or investigative action or
                  proceeding involving a claim in respect of which the
                  indemnitee will seek indemnification hereunder, the indemnitee
                  shall notify the indemnitor of such claim. No delay or failure
                  to so notify an indemnitor shall relieve it of its obligations
                  under this Agreement except to the extent that such indemnitor


<PAGE>

                  has suffered actual prejudice by such delay or failure. Within
                  forty-five (45) days following receipt of notice from the
                  indemnitee relating to any claim, but no later than five (5)
                  days before the date on which any response to a complaint or
                  summons is due, the indemnitor shall notify the indemnitee
                  that the indemnitor elects to assume control of the defense
                  and settlement of that claim (a "Notice of Election").

         (b)      Procedure Following Notice of Election. If the indemnitor
                  delivers a Notice of Election within the required notice
                  period, the indemnitor shall assume control (subject to
                  indemnities right to participate at its own expense)
                  over the defense and settlement of the claim; provided,
                  however, that (i) the indemnitor shall keep the indemnitee
                  reasonably apprised at all times as to the status of the
                  defense, and (ii) the indemnitor shall obtain the prior
                  written approval of the indemnitee before entering into any
                  settlement of such claim asserting any liability against the
                  indemnitee or imposing any liability, obligation or
                  restriction on the indemnitee or ceasing to defend against
                  such claim. The indemnitor shall not be liable for any legal
                  fees or expenses incurred by the indemnitee following the
                  delivery of a Notice of Election; provided, however, that to
                  the extent permissible under the applicable Law and
                  to the extent that such conduct does or would not, or is not
                  reasonably likely to result in the waiver or of abandonment
                  of legal privilege are in whole or in part, (i) the indemnitee
                  shall be entitled to employ counsel at its own expense
                  to participate in the handling of the claim, and (ii) the
                  indemnitor shall pay the fees and expenses associated with
                  such counsel if, in the reasonable judgment of the indemnitee,
                  based on a written opinion of counsel, there is a conflict
                  of interest with respect to such claim which is not otherwise
                  resolved or if the indemnitor has requested the assistance of
                  the indemnitee in the defense of the claim or the indemnitor
                  has failed to defend the claim diligently. The indemnitor
                  shall not be obligated to indemnify the indemnitee for any
                  amount paid or payable by such indemnitee in the settlement of
                  any claim if (i) the indemnitor has delivered a timely Notice
                  of Election and such amount was agreed to without the written
                  consent of the indemnitor, (ii) the indemnitee has not
                  provided the indemnitor with notice of such claim and a
                  reasonable opportunity to respond thereto, or (iii) the time
                  period within which to deliver a Notice of Election has not
                  yet expired.

         (c)      Procedure Where No Notice of Election Is Delivered. If the
                  indemnitor does not deliver a Notice of Election relating to
                  any claim within the required notice period, the indemnitee
                  shall have the right to defend the claim in such reasonable
                  manner as it may deem appropriate subject to the terms of this
                  Agreement. The indemnitor shall promptly reimburse the
                  indemnitee for all such reasonable costs and expenses incurred
                  by the indemnitee, including reasonable attorneys' fees.

15.5     Indemnification Procedures - Governmental Claims. With respect to
         claims  covered  by  Section 15.1(f),  the  following procedures
         shall apply:

         (a)      Notice. Promptly after receipt by an indemnitee of notice of
                  the commencement or threatened commencement of any action or
                  proceeding involving a claim in respect of which the
                  indemnitee will seek indemnification pursuant to Section
                  15.1(f), the indemnitee shall notify the indemnitor of such
                  claim. No delay or failure to so notify the indemnitor shall
                  relieve the indemnitor of its obligations under this Agreement
                  except to the extent that the indemnitor has suffered actual
                  prejudice by such delay or failure.


<PAGE>


         (b)      Procedure for Defense. The indemnitee shall be entitled, at
                  its option, to have the claim handled pursuant to Section 15.4
                  or to retain sole control over the defense and settlement of
                  such claim; provided that, the indemnitee shall (i) keep the
                  indemnitor reasonably appraised as to the status of the
                  defense (ii) consult with the indemnitor on a regular basis
                  regarding claim processing (including actual and anticipated
                  costs and expenses) and litigation strategy, (iii) obtain
                  prior written approval of the indemnitor before entering any
                  indemnitor settlement proposals or suggestions, and (iv) use
                  commercially reasonable efforts to minimize any amounts
                  payable or reimbursable by the indemnitor.

15.6     Subrogation. Except as otherwise provided in Article 14, in the event
         that an indemnitor shall be obligated to indemnify an indemnitee
         pursuant to any provision of this Agreement, the indemnitor shall, upon
         payment of such indemnity in full, be subrogated to all rights of the
         indemnitee with respect to the claims to which such indemnification
         relates but only to the extent it is in compliance with its indemnity
         obligations related to such rights.
16.      LIABILITY

16.1     Force Majeure.

         (a)      General. Subject to Section 16.2(d), no Party shall be liable
                  for any default or delay in the performance of its obligations
                  under this Agreement if and to the extent such default or
                  delay is caused by fire, earthquake, elements of nature or
                  acts of God, wars, riots, civil disorders, rebellions or
                  revolutions, acts of terrorism, strikes, lockouts, labor
                  disputes, inter-carrier telecommunications backbone failures,
                  or any other similar cause beyond the reasonable control of
                  such Party; except to the extent that the non-performing
                  Party; is at fault in failing to prevent or causing such
                  default or delay, and provided that such default or delay
                  cannot, or could not have been, reasonably be circumvented by
                  the non-performing Party through the use of alternate sources,
                  workaround plans or other means. A strike, lockout or labor
                  dispute involving Vendor (including Vendor Personnel) shall
                  not excuse Vendor from its obligations hereunder. Neither
                  the failure by a Subcontractor to provide or perform any goods
                  or services to Vendor (other than to the extent attributable
                  to a force majeure event as described in the first sentence
                  of this subsection) nor the breach by Subcontractor of any of
                  its obligations to Vendor shall constitute a force majeure
                  event.

         (b)      Duration and Notification. Upon the occurrence and during the
                  continuance of such force majeure event the non-performing
                  Party shall be excused from further performance or observance
                  of the obligation(s) so affected for as long as such
                  circumstances prevail and such Party continues to use
                  commercially reasonable efforts to recommence performance or
                  observance whenever and to whatever extent possible without
                  delay. Any Party so prevented, hindered or delayed in its
                  performance shall, as quickly as practicable under the
                  circumstances, notify the Party to whom performance is due by
                  telephone (to be confirmed in writing within two (2) days of
                  the inception of such delay) and describe at a reasonable
                  level of detail the circumstances of the force


<PAGE>


                  majeure event, the steps being taken to address such force
                  majeure event, and the expected duration of such force majeure
                  event.

         (c)      Substitute Services; Termination. If any event described in
                  Section 16.1(a) has substantially prevented, hindered or
                  delayed, the performance by Vendor of Services necessary for
                  the performance of critical Oncor functions for longer than
                  the recovery period specified in the applicable disaster
                  recovery plan, Vendor may procure such Services from an
                  alternate source, and Vendor shall be solely liable for
                  payment for such services from the alternate source for so
                  long as the delay in performance shall continue, provided that
                  Oncor continues to pay the applicable Charges for all Services
                  that it continues to receive from Vendor or an alternate
                  source at Vendor's expense. In addition, if any event
                  described in Section 16.1(a) substantially and materially
                  prevents, hinders or delays the performance by Vendor of
                  Services necessary for the performance of critical Oncor
                  functions without provision of an alternative acceptable to
                  Oncor in its sole discretion (i) for more than five
                  (5) consecutive days, Oncor, at its option, may terminate any
                  portion of this Agreement so affected without payment of
                  Termination Charges and the Charges shall be equitably
                  adjusted to reflect those terminated Services, or (ii) if a
                  material number of critical Oncor Functions are so affected
                  for seven (7) days, Oncor, at its option, may terminate this
                  Agreement in its entirety without payment of Termination
                  Charges. Vendor shall not have the right to additional
                  payments or increased usage charges as a result of any force
                  majeure occurrence affecting Vendor's ability to perform.

         (d)      Disaster Recovery. Upon the occurrence of a force majeure
                  event, Vendor shall implement promptly, as appropriate, the
                  disaster recovery plan and provide disaster recovery services
                  as described in Schedule E to the applicable Services
                  Agreement. The occurrence of a force majeure event shall not
                  relieve Vendor of its obligation to implement the disaster
                  recovery plan and provide disaster recovery services.
                  Notwithstanding any implication to the contrary, Vendor is not
                  responsible for the efficacy of Oncor's disaster recovery
                  plan.

         (e)      Payment Obligation. If Vendor fails to provide Services in
                  accordance with this Agreement due to the occurrence of a
                  force majeure event, all amounts payable to Vendor hereunder
                  shall be equitably adjusted in a manner such that Oncor is not
                  required to pay any amounts for Services that it is not
                  receiving.

         (f)      Allocation of Resources. Without limiting Vendor's obligations
                  under this Agreement, whenever a force majeure event or
                  disaster, causes Vendor to allocate limited resources between
                  or among Vendor's customers and its or their Affiliates,
                  Vendor shall not provide to any other customers or its or
                  their Affiliates priority over Oncor. In no event will Vendor
                  unreasonably re-deploy or re-assign any Key Vendor Personnel
                  to Oncor's material detriment to another customer or account
                  in the event of the occurrence of a force majeure event or any
                  other event.

16.2     Limitation of Liability.


<PAGE>


         (a)      EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY
                  SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL,
                  CONSEQUENTIAL, COLLATERAL, EXEMPLARY OR PUNITIVE DAMAGES,
                  INCLUDING LOST PROFITS, REGARDLESS OF THE FORM OF THE ACTION
                  OR THE THEORY OF RECOVERY, EVEN IF SUCH PARTY HAS BEEN ADVISED
                  OF THE POSSIBILITY OF SUCH DAMAGES.

        (b)       ADDITIONALLY,  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
                  THE TOTAL AGGREGATE  LIABILITY OF EITHER PARTY, FOR ALL CLAIMS
                  ASSERTED BY THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS
                  AGREEMENT,  REGARDLESS OF THE FORM OF THE ACTION OR THE
                  THEORY OF RECOVERY,  SHALL BE LIMITED TO THE AGGREGATE  TOTAL
                  CHARGES PAID UNDER ALL OF THE SERVICES  AGREEMENTS  FOR
                  THE [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH
                  THE COMMISSION] PERIOD  PRECEDING  THE ACT OR OMISSION
                  GIVING RISE TO SUCH  LIABILITY OR, IN THE EVENT CHARGES
                  HAVE NOT BEEN PAID FOR [CONFIDENTIAL MATERIAL REDACTED AND
                  FILED SEPARATELY WITH THE COMMISSION] UNDER ALL OF THE
                  INITIAL  SERVICES  AGREEMENTS,  AN AMOUNT EQUAL TO
                  [CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
                  COMMISSION] TIMES THE AGGREGATE TOTAL CHARGES PAID UNDER ALL
                  OF THE INITIAL SERVICES  AGREEMENTS IN THE [CONFIDENTIAL
                  MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION]
                  PRECEDING SUCH ACT OR OMISSION  ("DAMAGES  CAP").  AT THE END
                  OF THE THIRD,  SIXTH AND NINTH YEARS THE DAMAGES CAP SHALL BE
                  RESET TO AN AMOUNT EQUAL TO THE AGGREGATE  TOTAL CHARGES PAID
                  UNDER ALL OF THE SERVICES  AGREEMENTS  FOR THE [CONFIDENTIAL
                  MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION]
                  PERIOD PRECEDING THE THIRD, SIXTH OR NINTH YEAR.

        (c)       Exceptions to Limitations of Liability. The limitations and
                  exculpations of liability set forth in Section 16.2(a) and
                  Section 16.2(b) shall not apply with respect to:

                  (i)    Losses occasioned by the willful misconduct, fraud or
                         gross  negligence of a Party.

                  (ii)   Amounts paid with respect to third party claims that
                         are the subject of indemnification under this
                         Agreement, other than claims under Sections 15.1(a),
                         (b), and (j), Section 15.2(a), (b), and (h) and
                         Section 1.4 of Exhibit 2.

                  (iii)  Losses occasioned by Vendor's refusal to provide
                         Termination  Assistance Services.

                  (iv)   Amounts paid under Section 15.1 and Section 15.2 with
                         respect  to death or bodily injury of an agent,
                         employee, customer, business invitee, business visitor
                         or other person or damage, loss or destruction of real
                         or tangible personal property (excluding software,
                         hardware and data).

        (d)       Acknowledged Direct Damages. The Parties acknowledge that
                  amounts paid by a Party to a third party that are the subject
                  of indemnification under this Agreement shall be considered
                  direct damages under this Agreement.



<PAGE>

        (e)       Items Not Considered Damages. The following shall not be
                  considered damages subject to, and shall not be counted toward
                  the liability cap specified in, Section 16.2(a) and 16.2(b):

                  (i)    Amounts withheld by Oncor in accordance with this
                         Agreement due either to incorrect Charges by Vendor or
                         non-conforming Services.

                  (ii)   Amounts paid by Oncor but subsequently recovered from
                         Vendor due either to incorrect Charges by Vendor or
                         non-conforming Services.

                  (iii)  Invoiced Charges and other amounts that are due and
                         owing to Vendor for Services under this Agreement.

         (f)      Acknowledged Damages. Any payment of any liabilities under
                  this article by either Party shall be only for those awarded
                  in a final judgment or award by a court of competent
                  jurisdiction or by qualified arbiters.

17.               DISPUTE RESOLUTION

17.1     Informal Dispute Resolution. Prior to the initiation of formal dispute
         resolution procedures with respect to any dispute, other than as
         provided in Section 17.1(c) or Section 18.10, the Parties shall first
         attempt to resolve such dispute informally, as follows:

         (a)      Initial Effort. The Parties agree that the Oncor Account
                  Executive and the Vendor Account Executive shall attempt in
                  good faith to resolve all disputes. In the event the Oncor
                  Account Executive and the Vendor Account Executive are unable
                  to resolve a dispute within fourteen (14) days, such Party may
                  refer the dispute for resolution to the senior corporate
                  executives specified in Section 17.1(b) upon written notice
                  to the other Party.

         (b)      Escalation. Within five (5) days of a notice under Section
                  17.1(a) referring a dispute for resolution by senior corporate
                  executives, the Oncor Account Executive and the Vendor
                  Account Executive will each prepare and provide to the
                  Vendor's CEO or his or her designee and a member of senior
                  management of Oncor, respectively, summaries of the
                  non-privileged relevant information and background of the
                  dispute, along with any appropriate non-privileged supporting
                  documentation, for their review. The designated senior
                  corporate executives will confer as often as they deem
                  reasonably necessary in order to gather and furnish to the
                  other all non-privileged information with respect to the
                  matter in issue which the Parties believe to be appropriate
                  and germane in connection with its resolution. The designated
                  senior corporate executives shall discuss the problem
                  and negotiate in good faith in an effort to resolve the
                  dispute without the necessity of any formal proceeding. The
                  specific format for the discussions will be left to the
                  discretion of the designated senior corporate executives, but
                  may include the preparation of agreed-upon statements of fact
                  or written statements of position.

         (c)      Prerequisite to Formal Proceedings. Formal proceedings for
                  the resolution of a dispute may not be commenced until the
                  earlier of:


<PAGE>


                  (i)    the designated senior corporate executives under
                         Section 17.1(b) concluding in good faith that
                         amicable resolution through continued negotiation of
                         the matter does not appear likely; or

                  (ii)   thirty (30) days after the initial notice under
                         Section 17.1(a) referring the dispute to senior
                         corporate executives.

                  The provisions and time periods specified in this Section 17.1
         shall not be construed to prevent a Party from instituting, and a Party
         is authorized to institute, formal proceedings earlier to (A) avoid the
         expiration of any applicable limitations period, (B) preserve a
         superior position with respect to other creditors, or (C) address a
         claim arising out of or relating to a Party's obligations under Section
         4.2, Article 12 or a dispute subject to Section 18.10

17.2     Jurisdiction. Each Party irrevocably agrees that any legal claim,
         action, suit or proceeding brought by it in any way arising out of this
         Agreement must be brought solely and exclusively in the state and
         federal courts in Dallas, Texas, and each Party irrevocably submits to
         the sole and exclusive jurisdiction of the state and federal courts in
         Dallas, Texas in personam, generally and unconditionally with respect
         to any action, suit or proceeding brought by it or against it by the
         other Party.

17.3     Waiver of Jury Trial. EACH OF THE PARTIES IRREVOCABLY WAIVES, TO THE
         EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY AND ALL RIGHTS TO
         IMMUNITY BY SOVEREIGNTY OR OTHERWISE IN ANY ACTION, PROCEEDING, OR
         COUNTERCLAIM ARISING OUT OF, OR RELATING TO, THIS AGREEMENT.

17.4     Continued Performance. Subject to Section 16.1 regarding force majeure
         events, each Party agrees that it shall, unless otherwise directed by
         the other Party, continue performing its obligations under this
         Agreement while any dispute is being resolved; provided, that this
         provision shall not operate or be construed as extending the Term or
         prohibiting or delaying a Party's exercise of any right it may have to
         terminate this Agreement in accordance with this Agreement. For the
         avoidance of doubt, Oncor Data may not be withheld by Vendor pending
         the resolution of any dispute.

17.5     Governing Law. This Agreement and performance under it shall be
         governed by and construed in accordance with the applicable laws of the
         State of Texas, without giving effect to the principles thereof
         relating to conflicts of laws. The application of the United Nations
         Convention on Contracts for the International Sale of Goods is
         expressly excluded.


<PAGE>

18.      TERMINATION

18.1     Termination for Cause.

         (a)      By Oncor. If Vendor:

                  (i)    commits a material breach of this Master Agreement,
                         which breach is not cured within forty-five (45) days
                         after notice of the breach from Oncor or such longer
                         period as may be set forth in this Master Agreement
                         or the applicable Service Agreement;

                  (ii)   commits a material breach of this Master Agreement
                         which is not capable of being cured within the period
                         specified pursuant to Section 18.1(a)(i); or

                  (iii)  commits numerous breaches of this Master Agreement of
                         which Vendor has received formal notice which
                         collectively constitute a material breach;

                  then Oncor may, by giving notice to Vendor, terminate this
                  Master Agreement as of a date specified in the notice of
                  termination.

         (b)      By Vendor. In the event that Oncor fails to pay Vendor
                  undisputed Charges exceeding in the aggregate three (3) months
                  of Charges due to Vendor under all Services Agreements and
                  fails to cure such default within thirty (30) days of notice
                  from Vendor of the possibility of termination for failure to
                  make such payment, Vendor may, by notice to Oncor, terminate
                  this Master Agreement.

18.2     Termination Upon Vendor Change of Control. In the event of a Change in
         Control of Vendor (or that portion of Vendor providing Services under
         this Agreement) or the Entity that Controls Vendor, then Oncor may at
         its option terminate this Master Agreement by giving Vendor at least
         one hundred eighty days (180) days' prior notice and designating a date
         upon which such termination shall be effective; provided, however, if
         as a result of such Change in Control of Vendor, a Oncor Competitor
         Controls Vendor, then Oncor may terminate this Master Agreement by
         giving Vendor at least thirty (30) days' prior notice, and such Oncor
         Competitor shall be prohibited from any contact with Oncor Data, Oncor
         Proprietary Information and any and all other information about the
         Oncor account, including discussions with Vendor Personnel regarding
         specifics relating to the Services.


<PAGE>

18.3     Termination Upon Oncor Change of Control. In the event of a Change in
         Control of Oncor or the Entity that Controls Oncor, then Oncor may at
         its option within twelve months of the closing of the transaction
         effecting such Change in Control terminate this Master Agreement by
         giving Vendor at least one hundred eighty days (180) days' prior notice
         and designating a date upon which such termination shall be effective.

18.4     Termination for Insolvency. In the event that any Party (i) files for
         bankruptcy, (ii) becomes or is declared insolvent, or is the subject of
         any bona fide proceedings related to its liquidation, administration,
         provisional liquidation, insolvency that is not dismissed within sixty
         (60) days, or the appointment of a receiver or similar officer for it,
         (iii) passes a resolution for its voluntary liquidation, (iv) has a
         receiver or manager appointed over all or substantially all of its
         assets, (v) makes an assignment for the benefit of all or substantially
         all of its creditors, (vi) enters into an agreement or arrangement for
         the composition, extension, or readjustment of substantially all of its
         obligations or any class of such obligations, or (vii) experiences an
         event analogous to any of the foregoing in any jurisdiction in which
         any of its assets are situated, then the other Party may terminate this
         Master Agreement as of a date specified in a termination notice;
         provided, however, that Vendor shall not have the right to exercise
         such termination under this Section so long as Oncor pays for the
         Services. If any Party elects to terminate this Master Agreement due to
         the insolvency of the other Party, such termination will be deemed to
         be a termination for cause.

18.5     Oncor Rights Upon Vendor's Bankruptcy.


<PAGE>


         (a)      General Rights. In the event of Vendor's bankruptcy or other
                  formal procedure referenced in Section 18.4 or of the filing
                  of any petition under bankruptcy laws affecting the rights of
                  Vendor which is not stayed or dismissed within thirty (30)
                  days of filing, in addition to the other rights and remedies
                  set forth herein, to the maximum extent permitted by Law,
                  Oncor will have the immediate right to retain and take
                  possession for safekeeping all Oncor Data, Oncor Proprietary
                  Information, Oncor licensed Third Party Software, Oncor owned
                  Equipment, Oncor owned Systems, Oncor owned Materials, Oncor
                  owned Developed Materials, and all other Software, Equipment,
                  Systems or Materials to which Oncor is or would be entitled
                  during the Term or upon the expiration or termination of this
                  Agreement. Vendor shall cooperate fully with Oncor and
                  assist Oncor in identifying and taking possession of the items
                  listed in the preceding sentence. Oncor will have the right
                  to hold such Oncor Data, Proprietary Information, Software,
                  Equipment, Systems and Materials until such time as the
                  trustee or receiver in bankruptcy or other appropriate
                  insolvency office holder can provide adequate assurances and
                  evidence to Oncor that they will be protected from sale,
                  release, inspection, publication, or inclusion in any publicly
                  accessible record, document, material or filing. Vendor and
                  Oncor agree that without this material provision, Oncor would
                  not have entered into this Agreement or provided any right to
                  the possession or use of Oncor Data, Proprietary Information,
                  Software, Equipment, Systems or Materials covered by
                  this Agreement.

         (b)      Oncor Rights in Event of Bankruptcy Rejection. Notwithstanding
                  any other provision of this Agreement to the contrary, in the
                  event that Vendor becomes a debtor under the United States
                  Bankruptcy Code (11 U.S.C.ss.101 - 1330 as amended
                  (the "Bankruptcy Code")) and rejects this Master Agreement
                  pursuant to Section 365 of the Bankruptcy Code (a "Bankruptcy
                  Rejection"), (i) any and all of the licensee and sublicensee
                  rights of Oncor arising under or otherwise set forth in this
                  Agreement, including the rights of Oncor referred to in the
                  Services Agreements, shall be deemed fully retained by and
                  vested in Oncor as protected intellectual property rights
                  under Section 365(n)(1)(B) of the Bankruptcy Code and further
                  shall be deemed to exist immediately before the commencement
                  of the bankruptcy case in which Vendor is the debtor,
                  (ii) Oncor shall have all of the rights afforded to non-debtor
                  licensees and sublicensees under Section 365(n) of the
                  Bankruptcy Code; and (iii) to the extent any rights
                  of Oncor under this Agreement which arise after the
                  termination or expiration of this Master Agreement are
                  determined by a bankruptcy court not to be "intellectual
                  property rights" for purposes of Section 365(n), all of such
                  rights shall remain vested in and fully retained by Oncor
                  after any Bankruptcy Rejection as though this Agreement were
                  terminated or expired. Oncor shall under no circumstances be
                  required to terminate this Master Agreement after a
                  Bankruptcy Rejection in order to enjoy or acquire any of its
                  rights under this Agreement, including without limitation any
                  of the rights of Oncor referenced in the Services Agreements.


<PAGE>

18.6     Termination for Vendor Degraded Financial Condition. If the long term,
         unsecured, unsubordinated debt rating of Vendor, in the event that
         Vendor is rated, otherwise Capgemini S.A., issued by one or more of the
         Rating Agencies is downgraded below Investment Grade, Oncor may, in its
         sole discretion, terminate this Master Agreement by giving Vendor at
         least ninety (90) days' prior notice. "Investment Grade" means a rating
         from a Rating Agency equal to or greater than (i) "Baa3" from Moody's
         Investors Service (or its equivalent grade in the event of a change in
         rating scales by Moody's Investors Service) or (ii) "BBB-" from
         Standard & Poors or Fitch Ratings (or their equivalent grade in the
         event of a change in rating scales by Standard & Poors or Fitch
         Ratings). "Ratings Agency" means each of Moody's Investors Services,
         Standard & Poors or Fitch Ratings (or any successor to the ratings
         business thereof).

18.7     Market Check. Notwithstanding anything to the contrary in this
         Agreement, with regard to each Services Agreement, Oncor shall have the
         right commencing July 1, 2010 to solicit proposals from, and thereafter
         negotiate with, third parties for the provision of the services being
         provided by Vendor under such Services Agreement. In connection
         therewith Oncor shall be permitted to provide to the third party the
         applicable Services Agreement. If a third party offers to provide such
         services for charges less than the then current Charges, then unless
         Vendor agrees to provide such services on the terms and conditions
         being offered by the third party, including the charges being offered
         by the third party, within 60 days after notice to Vendor, Oncor may
         terminate the applicable Services Agreement as of June 30, 2011 and
         enter into a services agreement on such terms and conditions with the
         third party.

18.8     Termination For Convenience. No earlier than two years after any
         Services Agreement Commencement Date, Oncor may terminate the
         applicable Services Agreement for convenience and without cause upon
         six months prior notice to Vendor setting forth termination date. Upon
         the completion of all Termination Assistance Services, Oncor shall pay
         to Vendor the Termination Charges set forth in Schedule N to the
         applicable Services Agreement. Except as set forth in this Section, no
         termination fees, charges or other amounts shall be payable by Oncor in
         connection with any termination of this Agreement; provided, however,
         that Oncor shall pay any applicable Charges for Termination Assistance
         Services as set forth in Exhibit 11 and any fees as set forth in
         Section 4.3(c) of the Services Agreements. If Oncor elects to terminate
         the IT Services Agreement, the Customer Care Services Agreement or the
         Revenue Management Services Agreement pursuant to this Section 18.8,
         then such termination shall be deemed a termination of all Services
         Agreements and this Master Agreement and Oncor shall be responsible for
         the Termination Charges related to terminating the Master Agreement set
         forth in Schedule N.2 to each of the Services Agreements; for the
         avoidance of doubt, Oncor shall not be responsible for any individual
         Termination Charges for each of the Services Agreements.


<PAGE>

18.9     Cross Termination Rights and Termination Charges.

         (a)      This Master Agreement shall automatically terminate upon the
                  expiration or termination of all the Services Agreements.

         (b)      Upon the expiration or termination of this Master Agreement
                  all of the Services Agreements shall automatically terminate.

         (c)      Upon the termination of any of the IT Services Agreement or
                  the Revenue Management Services Agreement or the Customer Care
                  Services Agreement for any reason, Oncor may by giving notice
                  to Vendor terminate this Master Agreement and/or any other
                  Services Agreement.

         (d)      Except as expressly set forth in this Article or in a Services
                  Agreement, there shall be no Termination Charges in connection
                  with any termination of this Agreement.

18.10    Equitable Remedies. Vendor acknowledges that, in the event it breaches
         (or attempts or threatens to breach) its obligation to provide
         Termination Assistance Services as provided in Section 4.2, its
         obligation respecting continued performance in accordance with Section
         17.3, or its obligations respecting Proprietary Information in Section
         12.3, Oncor will be irreparably harmed. In such a circumstance, Oncor
         may proceed directly to court. If a court of competent jurisdiction
         should find that Vendor has breached (or attempted or threatened to
         breach) any such obligations, Vendor agrees that without any additional
         findings of irreparable injury or other conditions to injunctive relief
         (including without the posting of any bond), it shall not oppose the
         entry of an appropriate order compelling performance by Vendor and
         restraining it from any further breaches (or attempted or threatened
         breaches). Oncor acknowledges that, in the event it breaches (or
         attempts or threatens to breach) its obligations respecting Proprietary
         Information in Section 12.3, Vendor will be irreparably harmed. In such
         a circumstance, Vendor may proceed directly to court. If a court of
         competent jurisdiction should find that Oncor has breached (or
         attempted or threatened to breach) any such obligations, Oncor agrees
         that without any additional findings of irreparable injury or other
         conditions to injunctive relief (including without the posting of any
         bond), it shall not oppose the entry of an appropriate order compelling
         performance by Oncor and restraining it from any further breaches (or
         attempted or threatened breaches).


<PAGE>

19.      GENERAL

19.1     Binding Nature and Assignment. This Agreement is binding on the Parties
         and their respective successors and permitted assigns. Neither Party
         may, or will have the power to, assign this Agreement without the prior
         written consent of the other. Any attempted assignment that does not
         comply with the terms of this Section shall be null and void.

19.2     Entire Agreement; Amendment. The Transaction Agreements, including any
         Exhibits or attachments referred to herein or therein and attached
         hereto or thereto, each of which is incorporated herein for all
         purposes, constitute the entire agreement between the Parties with
         respect to the subject matter hereof and thereof. There are no
         agreements, representations, warranties, promises, covenants,
         commitments or undertakings other than those expressly set forth herein
         or therein. The Transaction Agreements supersede all prior agreements,
         representations, warranties, promises, covenants, commitments or
         undertaking, whether written or oral, with respect to the subject
         matter contained herein and therein. No amendment, modification,
         change, waiver, or discharge hereof or any increase in the volume or
         type of Services (including New Services) shall be valid unless in
         writing and signed by, in the case of Oncor, the Oncor Account
         Executive, and in the case of Vendor, the Vendor Account Executive.

19.3     Notices. All notices, notifications, requests, demands, waivers,
         consents, approvals, agreements, authorizations, acknowledgments,
         communications or determinations required under this Agreement shall be
         in writing and shall be delivered in hard copy using one of the
         following methods and shall be deemed delivered upon receipt: (i) by
         hand; (ii) by an express courier with a reliable system for tracking
         delivery; or (iii) by registered or certified mail, return receipt
         requested, postage prepaid as follows:


<PAGE>
                  In the case of Oncor:

                           ONCOR ELECTRIC DELIVERY COMPANY
                           1601 Bryan Street
                           Dallas, Texas  75201
                           Attention: Dan Farell

                  With a copy to:

                           ONCOR ELECTRIC DELIVERY COMPANY
                           1601 Bryan Street
                           Dallas, Texas  75201
                           Fax:  214-812-1313
                           Attention:  General Counsel

                  and

                  In the case of Vendor:

                           CAPGEMINI ENERGY LP
                           1601 Bryan Street, 23rd Floor
                           Dallas, Texas  75201
                           Fax:  214-812-5240
                           Attention:  Chief Executive Officer

                  With a copy to:

                           CAPGEMINI ENERGY LP
                           750 Seventh Avenue
                           New York, New York 10019
                           Fax:  212-314-8105
                           Attention:  General Counsel

         A Party may change its address or designee for notification purposes by
         giving the other Party notice of the new address or designee at least
         30 days prior to the date upon which it shall become effective.

19.4     Counterparts. This Agreement may be executed in several counterparts,
         all of which taken together shall constitute one single agreement
         between the Parties hereto.

19.5     Headings. The article and section headings and the table of contents
         used in this Agreement are for reference and convenience only and shall
         not be considered in the interpretation of this Agreement.

19.6     Relationship of Parties. Except as expressly provided in this
         Agreement, Vendor is not an agent of Oncor and has no right, power or
         authority, expressly or impliedly, to represent or bind Oncor as to any
         matters, except as expressly authorized in this Agreement.

19.7     Severability. In the event that any provision of this Agreement
         conflicts with the law under which this Agreement is to be construed or


<PAGE>

         if any such provision is held invalid or unenforceable by a court with
         jurisdiction over the Parties, such provision shall be deemed to be
         restated to reflect as nearly as possible the original intentions of
         the Parties in accordance with applicable law. The remaining provisions
         of this Agreement and the application of the challenged provision to
         persons or circumstances other than those as to which it is invalid or
         unenforceable shall not be affected thereby, and each such provision
         shall be valid and enforceable to the full extent permitted by law.

19.8     Approvals and Consents. An approval or consent given by a Party under
         this Agreement shall not relieve the other Party from responsibility
         for complying with the requirements of this Agreement, nor shall it be
         construed as a waiver of any rights under this Agreement, except as and
         to the extent otherwise expressly provided in such approval or consent.
         Except as specifically set forth in this Agreement, all consents and
         approvals to be given by either Party under this Agreement will not be
         unreasonably withheld, delayed or denied. All consents, approvals,
         requests and authorizations will be given in writing.

19.9     Waiver of Default; Cumulative Remedies.

         (a)      Waiver of Default. A delay or omission by either Party in
                  exercising any right or power under this Agreement shall not
                  be construed to be a waiver thereof. A waiver by either of the
                  Parties of any of the covenants to be performed by the other
                  or any breach thereof shall not be construed to be a waiver of
                  any succeeding breach thereof or of any other covenant. All
                  waivers must be in writing and signed by the Party waiving its
                  rights.

         (b)      Cumulative Remedies. All remedies provided for in this
                  Agreement shall be cumulative and in addition to and not in
                  lieu of any other remedies available to either Party at law,
                  in equity or otherwise.


<PAGE>

19.10    Survival. Any provision of this Agreement which contemplates
         performance or observance subsequent to any termination or expiration
         of this Agreement shall survive any termination or expiration of this
         Agreement and continue in full force and effect.

19.11    Publicity. Neither Party shall use the other Party's or the other
         Party's Affiliate's name, trade or service mark or other identifying
         information or refer to the other Party directly or indirectly in any
         media release, public announcement, or public disclosure relating to
         this Agreement, including in any advertising, promotional or marketing
         materials, customer lists or business presentations without the prior
         written consent of the other Party prior to each such use or release.
         Upon Vendor's reasonable request, Oncor shall cooperate with Vendor, at
         Vendor's expense, in marketing to third parties the services offered by
         the Vendor .

19.12    Export. The Parties acknowledge that certain equipment, Software and
         technical data to be provided hereunder and certain transactions
         hereunder may be subject to export controls under the laws and
         regulations of the United States, the European Union, the United
         Nations and other jurisdictions. No Party shall export or re-export any
         such items or any direct product thereof or undertake any transaction
         or service in violation of any such laws or regulations. To the extent
         within Vendor's control, Vendor shall be responsible for, and shall
         coordinate and oversee, compliance with such export laws in respect of
         such items exported or imported hereunder.


<PAGE>


19.13    Third Party Beneficiaries. Except as expressly provided herein, this
         Agreement is entered into solely between, and may be enforced only by,
         Oncor and Vendor. This Agreement shall not be deemed to create any
         rights or causes of action in or on behalf of any third parties,
         including without limitation employees, suppliers and customers of a
         Party, or to create any obligations of a Party to any such third
         parties. Notwithstanding the immediately preceding sentence, Vendor
         acknowledges and agrees that (a) Oncor shall be entitled to assert
         actions and claims against Vendor on behalf of each Eligible Recipient
         that has received Services as if such Eligible Recipient were a party
         to this Agreement, (b) direct damages suffered by each Eligible
         Recipient arising out of or relating to Vendor's performance or failure
         to perform under this Agreement shall be deemed to be direct damages of
         Oncor and (c) the damages suffered by each Eligible Recipient of the
         type contemplated and limited by Section 16.2 shall be deemed to be
         damages of Oncor under Section 16.2; provided, that if any Law
         nullifies or limits the results intended by this sentence, each
         adversely affected Eligible Recipient shall be considered an express
         third party beneficiary of this Agreement and shall be entitled to
         assert actions and claims directly against Vendor as if such Eligible
         Recipient were a party to this Agreement.

19.14    Covenant Against Pledging. Vendor agrees that, without the prior
         written consent of Oncor, it shall not assign, transfer, pledge,
         hypothecate or otherwise encumber its rights to receive payments from
         Oncor under this Agreement for any reason whatsoever.

19.15    Order of Precedence. In the event of a conflict between this Master
         Agreement and any Services Agreement, the terms of this Master
         Agreement shall prevail. In the event of a conflict between this Master
         Agreement and any Exhibit or Schedule hereto the terms of this Master
         Agreement shall prevail.


<PAGE>

19.16    Hiring of Employees.

         (a)      Solicitation and Hiring. Except as expressly set forth herein,
                  during the Term and for a period of twelve (12) months
                  thereafter, Vendor will neither solicit for employment
                  directly or indirectly, nor employ, any employees of
                  Oncor or individual Oncor Third Party Contractors without the
                  prior approval of Oncor. Except as expressly set forth herein
                  in connection with the expiration or termination of this
                  Agreement, during the Term and for a period of twelve (12)
                  months thereafter, Oncor will neither solicit for employment
                  directly or indirectly, nor employ, any employee of Vendor
                  involved in the performance of Vendor's obligations under
                  this Agreement without the prior consent of Vendor. In each
                  case, the prohibition on solicitation and hiring shall extend
                  ninety (90) days after the termination of the employee's
                  employment or, in the case of Vendor employees, the cessation
                  of his or her involvement in the performance of Services. This
                  provision shall not operate or be construed to prevent or
                  limit any employee's right to practice his or her profession
                  or to utilize his or her skills for another employer or to
                  restrict any employee's freedom of movement or association.

        (b)       Publications. Neither the publication of classified
                  advertisements in newspapers, periodicals, Internet bulletin
                  boards, or other publications of general availability or
                  circulation nor the consideration and hiring of persons
                  responding to such advertisements shall be deemed a breach of


<PAGE>


                  this Section, unless the advertisement and solicitation is
                  undertaken as a means to circumvent or conceal a violation of
                  this provision and/or the hiring party acts with knowledge of
                  this hiring prohibition.

19.17    Further Assurances. Each Party covenants and agrees that, subsequent to
         the execution and delivery of this Agreement and without any additional
         consideration, each Party shall execute and deliver any further legal
         instruments and perform any acts that are or may become necessary to
         effectuate the purposes of this Agreement.

19.18    Liens. Vendor will not file, or by its action or inaction permit, any
         liens to be filed on or against property or realty of Oncor. In the
         event that any such liens arise as a result of Vendor's action or
         inaction, Vendor will obtain a bond to fully satisfy such liens or
         otherwise remove such liens at its sole cost and expense within ten
         (10) days.

19.19    Acknowledgment. The Parties each acknowledge that the terms and
         conditions of this Agreement have been the subject of active and
         complete negotiations, and that such terms and conditions should not be
         construed in favor of or against any Party by reason of the extent to
         which any Party or its professional advisors participated in the
         preparation of this Agreement.

         IN WITNESS WHEREOF, the parties have caused this Master Agreement to be
executed by their respective duly authorized representatives as of the Master
Agreement Effective Date.

ONCOR ELECTRIC DELIVERY COMPANY          CAPGEMINI ENERGY LP
By: /s/ Kirk R. Oliver                  By: /s/ Chell Smith
   ---------------------------------       ----------------------------------
Title: -----------------------------     Title: -----------------------------
Date:  -----------------------------     Date:  -----------------------------




<PAGE>



                                Table of Contents
<TABLE>
<CAPTION>

                                                                                                               Page


<S>      <C>                                                                                                    <C>
1.       CONDITIONS PRECEDENT, BACKGROUND AND OBJECTIVES.........................................................2

         1.1      Guarantee......................................................................................2

         1.2      Services and Goals and Objectives..............................................................2

         1.3      Interpretation.................................................................................2

2.       DEFINITIONS AND DOCUMENTS...............................................................................3

         2.1      Definitions....................................................................................3

         2.2      Other Terms....................................................................................3

         2.3      Services Agreements and Field Services.........................................................3

3.       TERM....................................................................................................4

         3.1      Initial Term...................................................................................4

         3.2      Extension......................................................................................4

         3.3      Services Agreement.............................................................................4

4.       SERVICES................................................................................................4

         4.1      General........................................................................................4

         4.2      Termination Assistance Services................................................................5

         4.3      Use of Third Parties...........................................................................6

         4.4      Employee Transfers.............................................................................7

         4.5      Governance.....................................................................................7

5.       RESERVED................................................................................................7

6.       FACILITIES, SOFTWARE, EQUIPMENT, CONTRACTS AND ASSETS ASSOCIATED WITH THE PROVISION OF SERVICES.........7

         6.1      Service Facilities.............................................................................7

         6.2      Use of Vendor Facilities.......................................................................9

         6.3      Oncor Rules/Employee Safety....................................................................9

         6.4      Notice of Defaults............................................................................11

7.       SERVICE LEVELS.........................................................................................11

         7.1      General.......................................................................................11

         7.2      Service Level Credits.........................................................................11

         7.3      Problem Analysis..............................................................................11

         7.4      Continuous Improvement Reviews................................................................11
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<S>      <C>                                                                                                    <C>
         7.5      Measurement and Monitoring....................................................................12

         7.6      Notice of Adverse Impact......................................................................12

         7.7      Key Vendor Personnel..........................................................................12

         7.8      Vendor Account Executive......................................................................14

         7.9      Vendor Personnel Are Not Oncor Employees; Independent Relationship............................14

         7.10     Replacement, Qualifications, and Retention of Vendor Personnel................................15

         7.11     Conduct of Vendor Personnel...................................................................15

         7.12     Substance Abuse...............................................................................16

8.       VENDOR RESPONSIBILITIES................................................................................16

         8.1      Policy and Procedures Manual..................................................................16

         8.2      Reports.......................................................................................16

         8.3      Access to Specialized Vendor Skills and Resources.............................................16

         8.4      Audit Rights..................................................................................16

         8.5      Agency and Disbursements......................................................................19

         8.6      Subcontractors................................................................................20

         8.7      Requirement of Writing........................................................................21

9.       Oncor RESPONSIBILITIES.................................................................................21

         9.1      Responsibilities..............................................................................21

         9.2      Savings Clause................................................................................21

         9.3      Contribution Failure..........................................................................22

10.      CHARGES................................................................................................22

         10.1     General.......................................................................................22

         10.2     Pass-Through Expenses.........................................................................23

         10.3     Incidental Expenses...........................................................................24

         10.4     Taxes.........................................................................................24

         10.5     New Services..................................................................................26

         10.6     Proration.....................................................................................28

         10.7     Refundable Items..............................................................................28

         10.8     Oncor Benchmarking Reviews....................................................................28

11.      INVOICING AND PAYMENT..................................................................................29
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<S>      <C>                                                                                                   <C>
         11.1     Invoicing.....................................................................................29

         11.2     Payment Due...................................................................................30

         11.3     Set Off.......................................................................................30

         11.4     Disputed Charges..............................................................................30

12.      ONCOR DATA AND OTHER PROPRIETARY INFORMATION...........................................................30

         12.1     Oncor Ownership of Oncor Data.................................................................30

         12.2     Safeguarding Oncor Data.......................................................................31

         12.3     Confidentiality...............................................................................32

         12.4     File Access...................................................................................35

13.      REPRESENTATIONS AND WARRANTIES.........................................................................35

         13.1     Work Standards................................................................................35

         13.2     Authorization.................................................................................35

         13.3     Compliance with Laws..........................................................................36

         13.4     Software......................................................................................37

         13.5     Non-Infringement..............................................................................38

         13.6     Oncor 2003 Base Case..........................................................................38

         13.7     Disclaimer....................................................................................39

14.      INSURANCE AND RISK OF LOSS.............................................................................39

15.      INDEMNITIES............................................................................................39

         15.1     Indemnity by Vendor...........................................................................39

         15.2     Indemnity by Oncor............................................................................40

         15.3     Reserved......................................................................................42

         15.4     Indemnification Procedures....................................................................42

         15.5     Indemnification Procedures - Governmental Claims..............................................43

         15.6     Subrogation...................................................................................43

16.      LIABILITY..............................................................................................43

         16.1     Force Majeure.................................................................................43

         16.2     Limitation of Liability.......................................................................45

17.      DISPUTE RESOLUTION.....................................................................................46

         17.1     Informal Dispute Resolution...................................................................46
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<S>      <C>                                                                                                   <C>
         17.2     Jurisdiction..................................................................................47

         17.3     Waiver of Jury Trial..........................................................................47

         17.4     Continued Performance.........................................................................48

         17.5     Governing Law.................................................................................48

18.      TERMINATION............................................................................................48

         18.1     Termination for Cause.........................................................................48

         18.2     Termination Upon Vendor Change of Control.....................................................48

         18.3     Termination Upon Oncor Change of Control......................................................49

         18.4     Termination for Insolvency....................................................................49

         18.5     Oncor Rights Upon Vendor's Bankruptcy.........................................................49

         18.6     Termination for Vendor Degraded Financial Condition...........................................50

         18.7     Market Check..................................................................................50

         18.8     Termination For Convenience...................................................................50

         18.9     Cross Termination Rights and Termination Charges..............................................51

         18.10    Equitable Remedies............................................................................51

19.      GENERAL................................................................................................52

         19.1     Binding Nature and Assignment.................................................................52

         19.2     Entire Agreement; Amendment...................................................................52

         19.3     Notices.......................................................................................52

         19.4     Counterparts..................................................................................53

         19.5     Headings......................................................................................53

         19.6     Relationship of Parties.......................................................................53

         19.7     Severability..................................................................................53

         19.8     Approvals and Consents........................................................................53

         19.9     Waiver of Default; Cumulative Remedies........................................................53

         19.10    Survival......................................................................................54

         19.11    Publicity.....................................................................................54

         19.12    Export........................................................................................54

         19.13    Third Party Beneficiaries.....................................................................54

         19.14    Covenant Against Pledging.....................................................................54

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</TABLE>

<PAGE>

                                                             Table of Contents
                                                                (continued)
<TABLE>
<CAPTION>

                                                                                                               Page
<S>      <C>                                                                                                   <C>
         19.15    Order of Precedence...........................................................................54

         19.16    Hiring of Employees...........................................................................55

         19.17    Further Assurances............................................................................55

         19.18    Liens.........................................................................................55

         19.19    Acknowledgment................................................................................55
</TABLE>



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