Mark: Please review the attached agreement, which is similar to what was in place before. I have not included specific projects in the agreement, but at the outset, consistent with our conversation the other day, we will need you to monitor the following proceedings and provide us with updates and copies of any orders or presentation materials: - Gas Industry Restructuring proceeding (I.99-07-003) - OII on SoCal and SDG&E (I.00-11-002) - PG&E Gas Accord II If you have any questions, please give me a call. If the attached is acceptable to you, please print it out and sign it, and return it to me. We look forward to working with you! Sincerely,

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Consulting agreement