**Exhibit
      10.12**




**AMENDMENT
      #4 TO MASTER FRAMEWORK AGREEMENT**






This
      Amendment #4 to Master Framework Agreement (this “ *Amendment* ”)
      is entered into effective as of the 31st day of March, 2007 (the “ *Effective
      Date* ”),
      by and between TXU Electric Delivery Company, a Texas Corporation (“ *TXU
      ED* ”),
      and InfrastruX Energy Services Group LP, a Delaware limited partnership
      (“ *IES* ”).
      TXU ED and IES are also referred to herein individually as a “ *Party* ”
      and collectively as the “ *Parties* .”






**RECITALS**






WHEREAS,
      the Parties entered into that certain Master Framework Agreement, dated June
      24,
      2006, as amended pursuant to the Amendment to Master Framework Agreement dated
      August 15, 2006, Amendment #2 to Master Framework Agreement dated December
      28,
      2006, and the Letter Amendment dated January 30, 2007 (the “ *Agreement* ”);
      and






WHEREAS,
      the Parties desire to amend the Agreement as set forth herein.






NOW,
      THEREFORE, in consideration of the mutual promises and subject to the terms
      and
      conditions herein set forth, the Parties agree as follows.






**AGREEMENT**






1.  Amendment .  Section
      1.3 of the Agreement is hereby amended to read in its entirety as
      follows:






“If
      the Participation Agreement terminates for any reason prior to the Closing
      Date
      (as defined in the Participation Agreement), then this Agreement shall
      automatically terminate without action by either Party and neither Party shall
      have any liability to the other Party as a result of such
      termination.”






2.  Full
      Force and Effect .
      Except as specifically amended and modified hereby, the Agreement shall remain
      in full force and effect.






3.  Counterparts .
      This Amendment may be executed in several counterparts, each of which is an
      original and all of which constitute one and the same instrument.






4.  Governing
      Law .
      This Amendment 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.
















IN
      WITNESS WHEREOF, the Parties have executed this Amendment effective as of the
      Effective Date. This Amendment shall not become effective as to either Party
      unless and until executed by both Parties.









**TXU
                ELECTRIC DELIVERY COMPANY**By:
            /s/
                David M. DavisName:
            David
                M. DavisTitle:
            Vice
                President & Principal Financial Officer







**INFRASTRUX
                ENERGY SERVICES**
              **GROUP
                LP**By:
            **InfrastruX
                Energy GP, LLC, its general partner**By:
            **InfrastruX
                Group, Inc., its member**By:
            /s/
                Paul G. SmithName:
            Paul
                G. SmithTitle:
            Director







By:
            **TXU
                Asset Services Group Management LLC, its general
                partner**By:
            /s/
                David M. DavisName:
            David
                M. DavisTitle:
            Vice
                President & Principal Financial Officer