**Exhibit
      10.11**


**Infrastrux
      Energy Services Group LP**




January
      30, 2007




TXU
      Electric Delivery Company




500
      N. Akard Street




14 th Floor




Dallas,
      Texas 75201




Attention:
      Chief Executive Officer




Re:  Master
      Framework Agreement Dated June 24, 2006, as amended (“ *MFA* ”)




This
      letter follows up on discussions between TXU Electric Delivery Company
      (“ *TXU
      ED* ”)
      and InfrastruX Energy Services Group LP (“ *IES* ”)
      regarding the consequences under the MFA of union activities involving TXU
      ED
      personnel who will transfer to or otherwise be employed by IES or an IES
      affiliate. Capitalized terms used herein and not defined have the meanings
      given
      thereto in the MFA.




Specifically,
      this will confirm the understanding and agreement of IES and TXU ED that IES’
costs (including without limitation increased wages or benefits, reduced
      productivity, or any other measure of effort or loss) to perform MFA Services
      directly or indirectly arising out of




(i)
            any
                such union activities, and/or




(ii)
            theexistence
                of a unionized workforce




(any
      such union activities and/or the existence of a unionized workforce, a
“ *Union
      Event* ”)




in
      excess of costs reflected in the Oncor 2004 Base Case (“ *Incremental
      Costs* ”)
      will result in the Oncor 2004 Base Case not accurately reflecting a
      representative year under the MFA. Accordingly, any Material Change (including
      any material Incremental Costs) resulting from a Union Event shall be addressed
      through the Change Control Process.




In
      addition, TXU ED and IES further hereby agree that the reference to “January 30,
      2007” in clause (a) of Section 1.3 shall be amended to read “March 31,
      2007”.


Letter
          from InfrastruX Energy Services Group LP









Except
      as specifically amended and modified hereby, the MFA shall remain in full force
      and effect . This
      letter 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 any choice or conflicts of law provision or rule
      (whether of the State of Texas or any other jurisdiction) that would cause
      the
      application of the laws of any other jurisdiction other than the State of Texas.




Please
      execute below to confirm your agreement with the foregoing.




Very
                truly yours,INFRASTRUX
                ENERGY SERVICES GROUP LPBy:
            InfrastruX
                Energy GP, LLC, its general partnerBy:
            InfrastruX
                Group, Inc., its memberBy:
            /s/
                Paul G. SmithName:
            Paul
                G. SmithTitle:
            DirectorTXU
                ASSET SERVICE GROUP MANAGEMENT COMPANY, LLC,
                its general partnerBy:
            /s/
                Rob D. TrimbleName:
            Rob
                D. TrimbleTitle:
            President
                & Chief Operating Officer





cc:  TXU
      Electric Delivery Company


500
      N. Akard
      Street


14 th Floor


Dallas,
      Texas 75201


Attention:
      Chief Legal Officer


2
 Letter
          from InfrastruX Energy Services Group LP




Acknowledged
      and Agreed by




TXU
      Electric Delivery Company





/s/
      Rob D. Trimble____________________


Name:
      Rob D. Trimble


Title:
      President & Chief Operating Officer




Date:
      January 30, 2007





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