Employment Agreement

Employment Agreement

by San Diego Gas & Electric Co
October 16th, 1996

Exhibit 10.5


               EMPLOYMENT AGREEMENT


                    EMPLOYMENT AGREEMENT ("Agreement") made 
and entered into as of the 12th day of October, 1996, by 
and between Mineral Energy Company (the "Company"), a 
California corporation, and Warren I. Mitchell (the 
"Executive");

                    WHEREAS, the Executive is currently 
serving as President of Southern California Gas Company, a 
California corporation and a subsidiary of Pacific Enter- 
prises, a California corporation ("Pacific Enterprises"), 
and the Company desires to secure the continued employment 
of the Executive in accordance herewith;

                    WHEREAS, pursuant to the Agreement and 
Plan of Merger (the "Merger Agreement"), dated as of 
October 12, 1996, among, inter alia, Pacific Enterprises, 
Enova, Inc., a California corporation ("Enova") and the 
Company, the parties thereto have agreed to a merger (the 
"Merger") pursuant to the terms thereof; 
                     WHEREAS, the Executive is willing to 
commit himself to be employed by the Company on the terms 
and conditions herein set forth and thus to forego 
opportunities elsewhere; and

                    WHEREAS, the parties desire to enter 
into this Agreement, as of the Effective Date (as 
hereinafter defined), setting forth the terms and 
conditions for the employment relationship of the Executive 
with the Company during the Employment Period (as 
hereinafter defined).

                    NOW, THEREFORE, IN CONSIDERATION of the 
mutual premises, covenants and agreements set forth below, 
it is hereby agreed as follows:

         1. Employment and Term.

 (a) Employment. The Company agrees to employ the 
Executive, and the Executive agrees to be employed by the 
Company, in accordance with the terms and provisions of 
this Agreement during the term thereof (as described 
below).

 (b) Term. The term of the Executive's employment under 
this Agreement shall commence (the "Effective Date") as of 
the closing date (the "Closing Date") of the Merger as 
described in the Merger Agreement and shall continue until 
the earlier of the Executive's Mandatory Retirement Age (as 
defined herein) or the fifth anniversary of the Effective 
Date (such term being referred to hereinafter as the 
"Employment Period"); provided, however, that commencing on 
the fourth anniversary of the Effective Date (and each 
anniversary of the Effective Date thereafter), the term of 
this Agreement shall automatically be extended for one 
additional year, unless, prior to such date, the Company or 
the Executive shall give written notice to the other party 
that it or he, as the case may be, does not wish to so 
extend this Agreement; and further provided, however, that 
if the Merger Agreement is terminated, then, at the time of 
such termination, this Agreement shall be deemed canceled 
and of no force or effect and the Executive shall continue 
to be subject to such agreements and arrangements that were 
in effect prior to the Closing Date of the Merger. As a 
condition to the Merger, the parties hereto agree that the 
Company shall be responsible for all of the premises, 
covenants and agreements set forth in this Agreement.

 (c)Mandatory Retirement. In no event shall the term of the 
Executive's employment hereunder extend beyond the end of 
the month in which the Executive's 65th birthday occurs 
(the "Mandatory Retirement Age").

           2. Duties and Powers of Executive.

(a) Position. During the period commencing on the Effective 
Date the Executive shall serve as President and Principal 
Executive Officer of the businesses of the Company and its 
subsidiaries that are economically regulated by the 
California Public Utilities Commission (the "Regulated 
Subsidiaries") with such authority, duties and 
responsibilities with respect to such position as set forth 
in subsection (b) hereof. In this capacity, the Executive 
shall report to the Office of the Chairman or if the Office 
of the Chairman does not exist, the Chief Executive Officer 
of the Company. The titles, authority, duties and 
responsibilities set forth in subsection (b) hereof may be 
changed from time to time but only with the mutual written 
agreement of the Executive and the Company.

 (b)Duties of the President and Principal Executive 
Officer. The duties of the President and Principal 
Executive Officer of the Company's Regulated Subsidiaries 
shall include but not be limited to directing the overall 
business, affairs and operations of the Company's Regulated 
Subsidiaries, through the officers of such subsidiaries, 
all of whom shall report directly or indirectly to the 
Executive.

 (c) Attention. During the Employment Period, and excluding 
any periods of vacation and sick leave to which the 
Executive is entitled, the Executive shall devote full 
attention and time during normal business hours to the 
business and affairs of the Company and, to the extent 
necessary to discharge the responsibilities assigned to the 
Executive under this Agreement, use the Executive's best 
efforts to carry out such responsibilities faithfully and 
efficiently. It shall not be considered a violation of the 
foregoing for the Executive to serve on corporate, 
industry, civic or charitable boards or committees, so long 
as such activities do not interfere with the performance of 
the Executive's responsibilities as an employee of the 
Company in accordance with this Agreement.

           3. Compensation.

It is the Board's intention to provide the Executive with 
compensation opportunities that, in total, are at a level 
that is consistent with that provided by comparable 
companies to executives of similar levels of 
responsibility, expertise and corporate and individual 
performance as determined by the compensation committee of 
the Board. In this regard, the Executive shall receive the 
following compensation for his services hereunder to the 
Company:                      

(a) Base Salary. During the Employment Period, the 
Executive's annual base salary ("Annual Base Salary") shall 
in no event be no less than $440,000 and shall be payable 
in accordance with the Company's general payroll practices.  
Subject to Section 4(e)(ii), the Board in its discretion 
may from time to time direct such upward adjustments in the 
Executive's Annual Base Salary as the Board deems to be 
necessary or desirable, including, without limitation, 
adjustments in order to reflect increases in the cost of 
living and the Executive's performance. Any increase in 
Annual Base Salary shall not serve to limit or reduce any 
other obligation of the Company under this Agreement.

                    (b) Incentive Compensation. Subject to 
Section 4(e)(ii), during the Employment Period, the 
Executive shall participate in annual incentive 
compensation plans and long-term incentive compensation 
plans of the Company and, to the extent appropriate, the 
Company's Subsidiaries (which long-term incentive 
compensation plans may include plans offering stock 
options, restricted stock and other long-term incentive 
compensation and all such annual and long-term plans to be 
hereinafter referred to as the "Incentive Compensation 
Plans") and will be granted awards thereunder providing him 
with the opportunity to earn, on a year-by-year basis, 
annual and long-term incentive compensation (the "Incentive 
Compensation Awards") at least equal (in terms of target, 
maximum and minimum awards expressed as a percentage of 
Annual Base Salary) to the Executive's opportunities that 
were in effect prior to the Effective Date. Any equity 
awards granted to the Executive may be granted, at the 
Executive's election, to trusts established for the benefit 
of members of the Executive's family. With respect to 
incentive compensation awards granted prior to the 
Effective Date, the Executive shall be entitled to retain 
such awards in accordance with their terms, which shall be 
appropriately adjusted as a result of the Merger.                        
(c) Retirement and Welfare Benefit Plans. In addition to 
the benefits provided under Section 3(b), during the 
Employment Period and so long as the Executive is employed 
by the Company, he shall be eligible to participate in all 
other savings, retirement and welfare plans, practices, 
policies and programs applicable generally to employees 
and/or senior executive officers of the Company and its 
domestic subsidiaries, except with respect to any benefits 
under any plan, practice, policy or program to which the 
Executive has waived his rights in writing. To the extent 
that benefits payable or provided to the Executive under 
such plans are materially less favorable on a benefit by 
benefit basis than the benefits that would have been 
payable or provided to the Executive under comparable 
Pacific Enterprises tax-qualified retirement plans, 
executive retirement plans, executive medical plans and 
life insurance arrangements in which the Executive was a 
participant (based on the terms of such plans as of the 
Effective Date), the Executive shall be entitled to 
benefits pursuant to the terms of this Agreement equal to 
the excess of the benefits provided under the applicable 
Pacific Enterprises plans over the benefits provided under 
the comparable Company plans. 

                    (d) Expenses. The Company shall 
reimburse the Executive for all expenses, including those 
for travel and entertainment, properly incurred by him in 
the performance of his duties hereunder in accordance with 
policies established from time to time by the Board.

                    (e) Fringe Benefits and Perquisites. 
During the Employment Period and so long as the Executive 
is employed by the Company, he shall be entitled to receive 
fringe benefits and perquisites in accordance with the 
plans, practices, pro- grams and policies of the Company 
and, to the extent appropriate, the Company's subsidiaries 
from time to time in effect, commensurate with his 
position.

         4. Termination of Employment.

                    (a) Death. The Executive's employment 
shall terminate upon the Executive's death. 

                    (b) Disability. The Executive's active 
employment shall terminate at the election of the Board or 
the Executive by reason of Disability (as herein defined) 
during the Employment Period; provided, however, that the 
Board may not terminate the Executive's active employment 
hereunder by reason of Disability unless at the time of 
such termination there is no reasonable expectation that 
the Executive will return to full time responsibilities 
hereunder within the next ninety (90) day period.  For 
purposes of the Agreement, disability ("Disability") shall 
have the same meaning as set forth in the Pacific 
Enterprises long-term disability plan or its successor. 
Upon such termination Executive shall continue as a 
participant under the Pacific Enterprises long-term 
disability plan or its successor and under the disability 
provisions of Pacific Enterprises' supplemental executive 
retirement plan or its successor until Executive reaches 
mandatory retirement age, elects to commence retirement 
benefits, becomes employed or ceases to have a Disability.

                    (c) By the Company for Cause. The 
Company may terminate the Executive's employment during the 
Employment Period for Cause (as herein defined).  For 
purposes of this Agreement, "Cause" shall mean (i) the 
willful and continued failure by the Executive to 
substantially perform the Executive's duties with the 
Company (other than any such failure resulting from the 
Executive's incapacity due to physical or mental illness or 
any such actual or anticipated failure after the issuance 
of a Notice of Termination for Good Reason by the Executive 
pursuant to Section 4(d)) or (ii) the Executive's 
commission of one or more acts of moral turpitude that 
constitute a violation of applicable law (including but not 
limited to a felony) which have or result in an adverse 
effect on the Company, monetarily or otherwise or one or 
more significant acts of dishonesty. For purposes of clause 
(i) of this definition, no act, or failure to act, on the 
Executive's part shall be deemed "willful" unless done, or 
omitted to be done, by the Executive not in good faith and 
without reasonable belief that the Executive's act, or 
failure to act, was in the best interest of the Company. 

                    (d) By the Company without Cause. 
Notwithstanding any other provision of this Agreement, the 
Company may terminate the Executive's employment other than 
by a termination for Cause during the Employment Period, 
but only upon the affirmative vote of three-fourths (3/4) 
of the membership of the Board.

                    (e) By the Executive for Good Reason. 
The Executive may terminate his employment during the 
Employment Period for Good Reason (as herein defined). For 
purposes of this Agreement, "Good Reason" shall mean the 
occurrence without the written consent of the Executive of 
any one of the following acts by the Company, or failures 
by the Company to act, unless such act or failure to act is 
corrected prior to the Date of Termination (as hereinafter 
defined) specified in the Notice of Termination (as 
hereinafter defined) given in respect thereof:    (i) an 
adverse change in the Executive's title, authority, duties, 
responsibilities or reporting lines as specified in 
Sections 2(a) and 2(b) of this Agreement;    (ii) a 
reduction by the Company in (A) the Executive's Annual Base 
Salary as in effect on the date hereof or as the same may 
be in- creased from time to time or (B) the Executive's 
aggregate annualized compensation and benefits 
opportunities, except, in the case of both (A) and (B), for 
across-the-board reductions similarly affecting all 
executives (both of the Company and of any Person (as 
hereinafter defined) then in control of the Company) whose 
compensation is directly determined by the compensation 
committee of the Board (and the compensation committee of 
the board of directors of any Person then in control of the 
Company); provided that, the exception for across-the-board 
reductions shall not apply following a Change in Control 
(as hereinafter defined);      (iii) the Company's 
requiring the Executive to be based  anywhere other than 
the principal place of business of the Regulated Subsidiar- 
ies (or permitted relocation thereof); or a substantial 
increase in the  Executive's business travel obligations 
outside of the Southern California area  as of the 
Effective Date, other than any such increase that (A) 
arises in  connection with extraordinary business 
activities of the Company and (B) is  understood not to be 
part of the Executive's regular duties with the Company; 
(iv) the failure by the Company to pay to the Executive  
any portion of the Executive's current compensation and 
benefits or to pay to  the Executive any portion of an 
installment of deferred compensation under  any deferred 
compensation program of the Company within thirty (30) days 
of  the date such compensation is due;     (v) any 
purported termination of the Executive's employment that is 
not effected pursuant to a Notice of Termination satisfying 
the  requirements of Section 4(f); for purposes of this 
Agreement, no such purported termination shall be 
effective;     (vi) the failure by the Company to obtain a 
satisfactory  agreement from any successor of the Company 
requiring such successor to  assume and agree to perform 
the Company's obligations under this Agreement,  as 
contemplated in Section 11; or     (vii) the failure by the 
Company to comply with any  material provision of this 
Agreement.

Following a Change in Control (as hereinafter defined), the 
Executive's determination that an act or failure to act 
constitutes Good Reason shall be presumed to be valid 
unless such determination is deemed to be unreasonable by 
an arbitrator.  The Executive's right to terminate the 
Executive's employment for Good Reason shall not be 
affected by the Executive's incapacity due to physical or 
mental illness. The Executive's continued employment shall 
not constitute consent to, or a waiver of rights with 
respect to, any act or failure to act constituting Good 
Reason hereunder.

     (f)Change in Control. 

     Change in Control shall mean the occurrence of any of 
the following events:

  (i)Any Person is or becomes the Beneficial Owner,   
directly or indirectly, of securities of the Company (not 
including in the   securities beneficially owned by such 
Person any securities acquired directly   from the Company 
or its affiliates other than in connection with the 
acquisition   by the Company or its affiliates of a 
business) representing twenty percent   (20%) or more of 
the combined voting power of the Company's then outstand- 
ing securities; or      (ii) The following individuals 
cease for any reason to  constitute a majority of the 
number of directors then serving: individuals who,  on the 
date hereof, constitute the Board and any new director 
(other than a  director whose initial assumption of office 
is in connection with an actual or  threatened election 
contest, including but not limited to a consent 
solicitation,  relating to the election of directors of the 
Company) whose appointment or  election by the Board or 
nomination for election by the Company's shareholders was 
approved or recommended by a vote of at least two-thirds 
(2/3) of  the directors then still in office who either 
were directors on the date hereof or  whose appointment, 
election or nomination for election was previously so 
approved or recommended; or  (iii) There is consummated a 
merger or consolidation of the Company or any direct or 
indirect subsidiary of the Company with any   other 
corporation, other than (A) a merger or consolidation which 
would result   in the voting securities of the Company 
outstanding immediately prior to such   merger or 
consolidation continuing to represent (either by remaining 
outstanding or by being converted into voting securities of 
the surviving entity or any   parent thereof), in 
combination with the ownership of any trustee or other   
fiduciary holding securities under an employee benefit plan 
of the Company or   any subsidiary of the Company, at least 
sixty percent (60%) of the combined   voting power of the 
securities of the Company or such surviving entity or any   
parent thereof outstanding immediately after such merger or 
consolidation, or   (B) a merger or consolidation effected 
to implement a recapitalization of the   Company (or 
similar transaction) in which no Person is or becomes the 
beneficial owner, directly or indirectly, of securities of 
the Company (not including in the securities beneficially 
owned by such Person any securities acquired   directly 
from the Company or its affiliates other than in connection 
with the   acquisition by the Company or its affiliates of 
a business) representing twenty   percent (20%) or more of 
the combined voting power of the Company's then   
outstanding securities; or   (iv) The shareholders of the 
Company approve a plan of   complete liquidation or 
dissolution of the Company or there is consummated   an 
agreement for the sale or disposition by the Company of all 
or substantially   all of the Company's assets, other than 
a sale or disposition by the Company   of all or 
substantially all of the Company's assets to an entity, at 
least sixty   percent (60%) of the combined voting power of 
the voting securities of which   are owned by shareholders 
of the Company in substantially the same proportions as 
their ownership of the Company immediately prior to such 
sale. 

"Person" shall have the meaning given in section 3(a)(9) of 
the Securities Exchange Act of 1934 (the "Exchange Act"), 
as modified and used in sections 13(d) and 14(d) thereof, 
except that such term shall not include (i) the Company or 
any of its subsidiaries, (ii) a trustee or other fiduciary 
holding securities under an employee benefit plan of the 
Company or any of its affiliates, (iii) an underwriter 
temporarily holding securities pursuant to an offering of 
such securities, (iv) a corporation owned, directly or 
indirectly, by the shareholders of the Company in 
substantially the same proportions as their ownership of 
stock of the Company, or (v) a person or group as used in 
Rule 13d-1(b) under the Exchange Act.

"Beneficial Owner" shall have the meaning set forth in Rule 
13d-3 under the Exchange Act.

Notwithstanding the foregoing, any event or transaction 
which would otherwise constitute a Change in Control (a 
"Transaction") shall not constitute a Change in Control for 
purposes of this Agreement if, in connection with the 
Transaction, the Executive participates as an equity 
investor in the acquiring entity or any of its affiliates 
(the "Acquiror"). For purposes of the preceding sentence, 
the Executive shall not be deemed to have participated as 
an equity investor in the Acquiror by virtue of (i) 
obtaining beneficial ownership of any equity interest in 
the Acquiror as a result of the grant to the Executive of 
an incentive compensation award under one or more incentive 
plans of the Acquiror (including, but not limited to, the 
conversion in connection with the Transaction of incentive 
compensation awards of the Company into incentive 
compensation awards of the Acquiror), on terms and 
conditions substantially equivalent to those applicable to 
other executives of the Company immediately prior to the 
Transaction, after taking into account normal differences 
attributable to job responsibilities, title and the like, 
(ii) obtaining beneficial ownership of any equity interest 
in the Acquiror on terms and conditions substantially 
equivalent to those obtained in the Transaction by all 
other shareholders of the Company, or (iii) obtaining 
beneficial ownership of any equity interest in the Acquiror 
in a manner unrelated to a Transaction.

 (g) Notice of Termination. During the Employment Period, 
any purported termination of the Executive's employment 
(other than by reason of death) shall be communicated by 
written Notice of Termination from one party hereto to the 
other party hereto in accordance with Section 12(b). For 
purposes of this Agreement, a "Notice of Termination" shall 
mean a notice that shall indicate the specific termination 
provision in this Agreement relied upon, if any, and shall 
set forth in reasonable detail the facts and circumstances 
claimed to provide a basis for termination of the 
Executive's employment under the provision so indicated. 
Further, a Notice of Termination for Cause is required to 
include a copy of a resolution duly adopted by the 
affirmative vote of not less than three-fourths (3/4) of 
the entire membership of the Board at a meeting of the 
Board that was called and held no more than ninety (90) 
days after the date the Board had knowledge of the most 
recent act or omission giving rise to such breach for the 
purpose of considering such termination (after reasonable 
notice to the Executive and an opportunity for the 
Executive, together with the Executive's counsel, to be 
heard before the Board and, if possible, to cure the breach 
that was the basis for the Notice of Termination for Cause) 
finding that, in the good faith opinion of the Board, the 
Executive was guilty of conduct set forth in clause (i) or 
(ii) of the definition of Cause herein, and specifying the 
particulars thereof in detail. Unless the Board determines 
otherwise, a Notice of Termination by the Executive 
alleging a termination for Good Reason must be made within 
180 days of the act or failure to act that the Executive 
alleges to constitute Good Reason.

 (h) Date of Termination. "Date of Termination," with 
respect to any purported termination of the Executive's 
employment during the Employment Period, shall mean the 
date specified in the Notice of Termination (which, in the 
case of a termination by the Company, shall not be less 
than thirty (30) days for reasons other than cause and, in 
the case of a termination by the Executive, shall not be 
less than fifteen (15) days nor more than sixty (60) days) 
from the date such Notice of Termination is given.

        5. Obligations of the Company Upon Termination.

                (a) Termination Other Than for Cause, Death 
or Disability. During the Employment Period, if the Company 
shall terminate the Executive's employment (other than for 
Cause, death or Disability) or the Executive shall 
terminate his employment for Good Reason (termination in 
any such case being referred to as "Termination") the 
Company shall pay to the Executive amounts, and provide the 
Executive with the benefits, described in this Section 5 
(hereinafter referred to as the "Severance Payments"). 
Subject to Section 5(g), the amounts specified in this 
Section 5(a) shall be paid within thirty (30) days after 
the Date of Termination. (i) Lump Sum Payment. In lieu of 
any further payments of   Annual Base Salary or annual 
Incentive Compensation Awards to the Executive for periods 
subsequent to the Date of Termination, the Company shall 
pay   to the Executive a lump sum amount in cash equal to 
the product of (X) the   sum of (A) the Executive's Annual 
Base Salary and (B) the greater of the   Executive's target 
bonus for the year of termination or the average of the 
three   (3) years' highest gross bonus awards, not 
necessarily consecutive, paid by the   Company (or its 
predecessor) to the Executive in the five (5) years 
preceding   the year of termination and (Y) two (2), 
provided, however, that in the event   of a Termination 
following a Change in Control such multiplier shall be 
three   (3).  (ii) Accrued Obligations. The Company shall 
pay the Executive a lump sum amount in cash equal to the 
sum of (A) the Executive's   Annual Base Salary through the 
Date of Termination to the extent not thereto- fore paid, 
(B) an amount equivalent to any annual Incentive 
Compensation   Awards earned with respect to fiscal years 
ended prior to the year that includes   the Date of 
Termination to the extent not theretofore paid, and (C) an 
amount   equivalent to the target amount payable under any 
annual Incentive Compensation Awards for the fiscal year 
that includes the Date of Termination or, if   greater, the 
average of the three (3) years' highest gross bonus awards, 
not   necessarily consecutive, paid by the Company (or its 
predecessor) to the   Executive in the five (5) years 
preceding the year of Termination multiplied by   a 
fraction the numerator of which shall be the number of days 
from the beginning of such fiscal year to and including the 
Date of Termination and the   denominator of which shall be 
365, in each case to the extent not theretofore   paid. 
(The amounts specified in clauses (A), (B) and (C) shall be 
hereinafter   referred to as the "Accrued Obligations.")  
(iii) Deferred Compensation. In the event of a Termination   
following a Change in Control, the Company shall pay the 
Executive a lump   sum payment in an amount equal to any 
compensation previously deferred by   the Executive 
(together with any accrued interest or earnings thereon).   
(iv) Pension Supplement. The Company shall pay the 
Executive a lump sum payment (the "Pension Supplement") in 
an amount equal to   the present value (as determined in 
accordance with the terms of Pacific   Enterprises' 
supplemental executive retirement plan) of the benefits to 
which   the Executive would be entitled under the Company's 
defined benefit pension   and retirement plans (the 
"Pension and Retirement Plans") if he had continued   
working for the Company for an additional two (2) years, 
and had increased   his age by two (2) years as of the Date 
of Termination but not beyond the   Mandatory Retirement 
Age; provided, however, that in the event of a Termi- 
nation following a Change in Control, such number of years 
shall be three (3)   but not beyond the Mandatory 
Retirement Age.  (v) Accelerated Vesting and Payment of 
Long-Term Incentive   Awards. All equity-based, long-term 
Incentive Compensation Awards held by   the Executive under 
any long- term Incentive Compensation Plan maintained   by 
the Company or any affiliate shall immediately vest and 
become exercisable   as of the Date of Termination, to be 
exercised in accordance with the terms of   the applicable 
plan and award agreement; provided, however, that any such   
awards granted on or after the Effective Date shall remain 
outstanding and   exercisable until the earlier of (A) 
eighteen (18) months following the Date of   Termination or 
(B) the expiration of the original term of such award (it 
being   understood that all awards granted prior to the 
Effective Date shall remain   outstanding and exercisable 
for a period that is no less than that provided for   in 
the applicable agreement in effect as of the date of 
grant), and the Company   shall pay to the Executive, with 
respect to all cash-based, long-term Incentive   
Compensation Awards made to the Executive that are 
outstanding under any long-term Incentive Compensation Plan 
maintained by the Company or any   affiliate an amount 
equal to the target amount payable under such long-term   
Incentive Compensation Awards multiplied by a fraction, the 
numerator of   which shall be the number of days from the 
beginning of the award cycle to   and including the Date of 
Termination, and the denominator of which shall be the 
number of days in the cycle as originally granted; and(vi) 
Continuation of Welfare Benefits. For a period of two (2) 
years or until the Executive is eligible for retiree 
medical benefits, whichever is longer, immediately 
following the Date of Termination, the Company shall 
arrange to provide the Executive and his dependents with 
life, disability, accident and health insurance benefits 
substantially similar to those provided to the Executive 
and his dependents immediately prior to the Date of 
Termination, provided, however, that in no event shall the 
Executive be entitled to receive disability benefits under 
the Pacific Enterprises long-term disability plan or 
Pacific Enterprises' supplemental executive retirement plan 
after the Executive has become eligible to commence receipt 
of retirement benefits under Pacific Enterprises' 
supplemental executive retirement plan, and provided, 
further, that if the Executive becomes employed with 
another employer and is eligible to receive life, 
disability, accident and health insurance benefits under 
another employer-provided plan, the benefits under the 
Company's plans shall be secondary to those provided under 
such other plan during such applicable period of 
eligibility, and further provided, however, that in the 
event of a Termination following a Change in Control such 
period shall not be less than three (3) years. 

                (b) Termination by the Company for Cause or 
by the Executive Other Than for Good Reason. Subject to the 
provisions of Section 6 of this Agreement, if the 
Executive's employment shall be terminated for Cause during 
the Employment Period, or if the Executive terminates 
employment during the Employment Period other than for Good 
Reason, the Company shall have no further obligations to 
the Executive under this Agreement other than the Accrued 
Obligations. 
                (c) Termination Due to Death or Disability. 
If the Executive's employment shall terminate by reason of 
death or Disability, the Company shall pay the Executive or 
his estate, as the case may be, the Accrued Obligations 
and, solely in the case of termination by reason of 
disability, the Pension Supplement. Such payments shall be 
in addition to those rights and benefits to which the 
Executive or his estate may be entitled under the relevant 
Company plans or programs.

                (d) Code Section 280G.

                           (i) Notwithstanding any other 
provisions of this Agreement, in the event that any payment 
or benefit received or to be received by the Executive 
(whether pursuant to the terms of this Agreement or any 
other plan, arrangement or agreement with (A) the Company, 
(B) any Person (as defined in Section 4(e)) whose actions 
result in a Change in Control or (C) any Person affiliated 
with the Company or such Person) (all such payments and 
benefits, including the Severance Payments, being 
hereinafter called "Total Payments") would not be 
deductible (in whole or part) by the Company, an affiliate 
or Person making such payment or providing such benefit as 
a result of section 280G of the Code, then, to the extent 
necessary to make such portion of the Total Payments 
deductible (and after taking into account any reduction in 
the Total Payments provided by reason of section 280G of 
the Code in such other plan, arrangement or agreement), the 
cash Severance Payments shall first be reduced (if 
necessary, to zero), and all other Severance Payments shall 
thereafter be reduced (if necessary, to zero); provided, 
however, that the Executive may elect to have the noncash 
Severance Payments reduced (or eliminated) prior to any 
reduction of the cash Severance Payments. 
                           (ii) For purposes of this 
limitation, (A) no portion of the Total Payments the 
receipt or enjoyment of which the Executive shall have 
waived at such time and in such manner as not to constitute 
a "payment" within the meaning of section 280G(b) of the 
Code shall be taken into account, (B) no portion of the 
Total Payments shall be taken into account which, in the 
opinion of tax counsel ("Tax Counsel") reasonably 
acceptable to the Executive and selected by the Company's 
accounting firm which (or, in the case of a payment 
following a Change in Control the accounting firm that was, 
immediately prior to the Change in Control, the Company's 
independent auditor) (the "Auditor"), does not constitute a 
"parachute payment" within the meaning of section 
280G(b)(2) of the Code, including by reason of section 
280G(b)(4)(A) of the Code, (C) the Severance Payments shall 
be reduced only to the extent necessary so that the Total 
Payments (other than those referred to in clause (A) or 
(B)) in their entirety constitute reasonable compensation 
for services actually rendered within the meaning of 
section 280G(b)(4)(B) of the Code or are otherwise not 
subject to disallowance as deductions by reason of section 
280G of the Code, in the opinion of Tax Counsel, and (D) 
the value of any noncash benefit or any deferred payment or 
benefit included in the Total Payments shall be determined 
by the Auditor in accordance with the principles of 
sections 280G(d)(3) and (4) of the Code. 

  (e) Consulting and Non-Competition. If the Total Payments 
are subject to reduction in accordance with the above 
provisions of Section 5(d), the Executive shall have the 
option, to be exercised within ten (10) days after receipt 
of notice of such reduction from the Company, to enter into 
a consulting and non- competition agreement with the 
Company (the "Consulting and Non-Competition Agreement"), 
which shall (1) provide the Executive with payments and 
benefits, payable over the term of the agreement, the 
present value of which in the aggregate is equal to or 
greater than the present value (determined by applying a 
discount rate equal to the interest rate provided in 
section 1274(b)(2)(B) of the Code) of the balance of the 
payments and benefits otherwise payable to the Executive 
without regard to the provisions of Section 5(d), (2) 
require the Executive to make his services available to the 
Company for no more than twenty (20) hours per month and 
(3) last for a period of not more than two (2) years 
(unless the Executive consents to a longer period).

                (f) Gross-Up Payment. In the event that the 
Executive receives a notice from the Internal Revenue 
Service to the effect that the amounts payable under the 
Consulting and Non-Competition Agreement would be subject 
(in whole or part) to the tax (the "Excise Tax") imposed 
under section 4999 of the Code, within thirty (30) days 
after the date the Chairman of the Board receives a copy of 
such notice the Company shall pay to the Executive such 
additional amounts (the "Gross-Up Payment") such that the 
net amount retained by the Executive, after deduction of 
any Excise Tax on the Total Payments and any federal, state 
and local income and employment taxes and Excise Tax upon 
the Gross-Up Payment, shall be equal to the Total Payments. 
For purposes of determining the amount of the Gross-Up 
Payment, the Executive shall be deemed to pay federal 
income tax at the highest marginal rate of federal income 
taxation in the calendar year in which the Gross-Up Payment 
is to be made and state and local income taxes at the 
highest marginal rate of taxation in the state and locality 
of the Executive's residence on the date on which the 
Gross-Up Payment is calculated for purposes of this 
section, net of the maximum reduction in federal income 
taxes which could be obtained from deduction of such state 
and local taxes. In the event that the Excise Tax is 
subsequently determined to be less than the amount taken 
into account hereunder, the Executive shall repay to the 
Company, at the time that the amount of such reduction in 
Excise Tax is finally determined, the portion of the Gross-
Up Payment attributable to such reduction (plus that 
portion of the Gross-Up Payment attributable to the Excise 
Tax and federal, state and local income tax imposed on the 
Gross-Up Payment being repaid by the Executive to the 
extent that such repayment results in a reduction in Excise 
Tax and/or a federal, state or local income tax deduction) 
plus interest on the amount of such repayment at the rate 
provided in section 1274(b)(2)(B) of the Code. In the event 
that the Excise Tax is determined to exceed the amount 
taken into account hereunder (including by reason of any 
payment the existence or amount of which cannot be 
determined at the time of the Gross-Up Payment), the 
Company shall make an additional Gross-Up Payment in 
respect of such excess (plus any interest, penalties or 
additions payable by the Executive with respect to such 
excess) at the time that the amount of such excess is 
finally determined. The Executive and the Company shall 
each reasonably cooperate with the other in connection with 
any administrative or judicial proceedings concerning the 
existence or amount of liability for Excise Tax with 
respect to the Total Payments. 

                (g) Release. Notwithstanding anything 
herein to the contrary, the Company's obligation to make 
the payments provided for in this Section 5 is expressly 
made subject to and conditioned upon (i) the Executive's 
prior execution of a release substantially in the form 
attached hereto as Exhibit A within forty-five (45) days 
after the applicable Date of Termination and (ii) the 
Executive's non-revocation of such release in accordance 
with the terms thereof. 

        6. Nonexclusivity of Rights. 

                Nothing in this Agreement shall prevent or 
limit the Executive's continuing or future participation in 
any benefit, plan, program, policy or practice provided by 
the Company and for which the Executive may qualify (except 
with respect to any benefit to which the Executive has 
waived his rights in writing), nor shall anything herein 
limit or otherwise affect such rights as the Executive may 
have under any other contract or agreement entered into 
after the Effective Date with the Company. Amounts which 
are vested benefits or which the Executive is otherwise 
entitled to receive under any benefit, plan, policy, 
practice or program of, or any contract or agreement 
entered into with, the Company shall be payable in 
accordance with such benefit, plan, policy, practice or 
program or contract or agreement except as explicitly 
modified by this Agreement. 

         7. Full Settlement; Mitigation.

                The Company's obligation to make the 
payments provided for in this Agreement and otherwise to 
perform its obligations hereunder shall not be affected by 
any set-off, counterclaim, recoupment, defense or other 
claim, right or action which the Company may have against 
the Executive or others, provided that nothing herein shall 
preclude the Company from separately pursuing recovery from 
the Executive based on any such claim. In no event shall 
the Executive be obligated to seek other employment or take 
any other action by way of mitigation of the amounts 
(including amounts for damages for breach) payable to the 
Executive under any of the provisions of this Agreement and 
such amounts shall not be reduced whether or not the Execu- 
tive obtains other employment.     

      8. Arbitration. 

                Any dispute about the validity, 
interpretation, effect or alleged violation of this 
Agreement (an "arbitrable dispute") must be submitted to 
confidential arbitration in Los Angeles, California. 
Arbitration shall take place before an experienced 
employment arbitrator licensed to practice law in such 
state and selected in accordance with the Model Employment 
Arbitration Procedures of the American Arbitration 
Association. Arbitration shall be the exclusive remedy of 
any arbitrable dispute.  Should any party to this Agreement 
pursue any arbitrable dispute by any method other than 
arbitration, the other party shall be entitled to recover 
from the party initiating the use of such method all 
damages, costs, expenses and attorneys' fees incurred as a 
result of the use of such method. Notwithstanding anything 
herein to the contrary, nothing in this Agreement shall 
purport to waive or in any way limit the right of any party 
to seek to enforce any judgment or decision on an 
arbitrable dispute in a court of competent jurisdiction.

        9. Confidentiality. 

                The Executive acknowledges that in the 
course of his employment with the Company he has acquired 
non-public privileged or confidential information and trade 
secrets concerning the operations, future plans and methods 
of doing business ("Proprietary Information") of the 
Company, its subsidiaries and affiliates; and the  
Executive agrees that it would be extremely damaging to the 
Company, its subsidiaries and affiliates if such 
Proprietary Information were disclosed to a competitor of 
the Company, its subsidiaries and affiliates or to any 
other person or corporation. The Executive understands and 
agrees that all Proprietary Information has been divulged 
to the Executive in confidence and further understands and 
agrees to keep all Proprietary Information secret and 
confidential (except for such information which is or 
becomes publicly available other than as a result of a 
breach by the Executive of this provision) without 
limitation in time. In view of the nature of the 
Executive's employment and the Proprietary Information the 
Executive has acquired during the course of such 
employment, the Executive likewise agrees that the Company, 
its subsidiaries and affiliates would be irreparably harmed 
by any disclosure of Proprietary Information in violation 
of the terms of this paragraph and that the Company, its 
subsidiaries and affiliates shall therefore be entitled to 
preliminary and/or permanent injunctive relief prohibiting 
the Executive from engaging in any activity or threatened 
activity in violation of the terms of this paragraph and to 
any other relief available to them. Inquiries regarding 
whether specific information constitutes Proprietary 
Information shall be directed to the Company's Senior Vice 
President, Public Policy (or, if such position is vacant, 
the Company's Chief Executive Officer), provided, that the 
Company shall not unreasonably classify information as 
Proprietary Information.

        10. Non-Solicitation of Employees. 

                The Executive recognizes that he possesses 
and will possess confidential information about other 
employees of the Company, its subsidiaries and affiliates 
relating to their education, experience, skills, abilities, 
compensation and benefits, and inter-personal relationships 
with customers of the Company, its subsidiaries and 
affiliates. The Executive recognizes that the information 
he possesses and will possess about these other employees 
is not generally known, is of substantial value to the 
Company, its subsidiaries and affiliates in developing 
their business and in securing and retaining customers, and 
has been and will be acquired by him because of his 
business position with the Company, its subsidiaries and 
affiliates. The  Executive agrees that, during the 
Employment Period and for a period of one (1) year 
thereafter, he will not, directly or indirectly, solicit or 
recruit any employee of the Company, its subsidiaries or 
affiliates for the purpose of being employed by him or by 
any competitor of the Company, its subsidiaries or 
affiliates on whose behalf he is acting as an agent, 
representative or employee and that he will not convey any 
such confidential information or trade secrets about other 
employees of the Company, its subsidiaries and affiliates 
to any other person; provided, however, that it shall not 
constitute a solicitation or recruitment of employment in 
violation of this paragraph to discuss employment 
opportunities with any employee of the Company, its 
subsidiaries or affiliates who has either first contacted 
the Executive or regarding whose employment the Executive 
has discussed with and received the written approval of the 
Company's Vice President, Human Resources (or, if such 
position is vacant, the Company's Chief Executive Officer), 
prior to making such solicitation or recruitment.  In view 
of the nature of the Executive's employment with the 
Company, the  Executive likewise agrees that the Company, 
its subsidiaries and affiliates would be irreparably harmed 
by any solicitation or recruitment in violation of the 
terms of this paragraph and that the Company, its 
subsidiaries and affiliates shall therefore be entitled to 
preliminary and/or permanent injunctive relief prohibiting 
the Executive from engaging in any activity or threatened 
activity in violation of the terms of this paragraph and to 
any other relief available to them.  

        11. Legal Fees.

                The Company shall pay to the Executive all 
legal fees and expenses (including but not limited to fees 
and expenses in connection with any arbitration) incurred 
by the Executive in disputing in good faith any issue 
arising under this Agreement relating to the termination of 
the Executive's employment or in seeking in good faith to 
obtain or enforce any benefit or right provided by this 
Agreement, but in each case only to the extent the 
arbitrator or court determines that the Executive had a 
reasonable basis for such claim.     

      12. Successors.

                (a) Assignment by Executive. This Agreement 
is personal to the Executive and without the prior written 
consent of the Company shall not be assign- able by the 
Executive otherwise than by will or the laws of descent and 
distribution.  This Agreement shall inure to the benefit of 
and be enforceable by the Executive's legal 
representatives.

                (b) Successors and Assigns of Company. This 
Agreement shall inure to the benefit of and be binding upon 
the Company, its successors and assigns. 
                (c) Assumption. The Company shall require 
any successor (whether direct or indirect, by purchase, 
merger, consolidation or otherwise) to all or substan- 
tially all of the business and/or assets of the Company to 
assume expressly and agree to perform this Agreement in the 
same manner and to the same extent that the Company would 
be required to perform it if no such succession had taken 
place. As used in this Agreement, "Company" shall mean the 
Company as hereinbefore defined and any successor to its 
businesses and/or assets as aforesaid that assumes and 
agrees to perform this Agreement by operation of law or 
otherwise. 

        13. Miscellaneous.

                (a) Governing Law. This Agreement shall be 
governed by and construed in accordance with the laws of 
the State of California, without reference to its 
principles of conflict of laws. The captions of this 
Agreement are not part of the provisions hereof and shall 
have no force or effect. This Agreement may not be amended, 
modified, repealed, waived, extended or discharged except 
by an agreement in writing signed by the party against whom 
enforcement of such amendment, modification, repeal, 
waiver, extension or discharge is sought. No person, other 
than pursuant to a resolution of the Board or a committee 
thereof, shall have authority on behalf of the Company to 
agree to amend, modify, repeal, waive, extend or discharge 
any provision of this Agreement or anything in reference 
thereto. 
                  (b) Notices. All notices and other 
communications hereunder shall be in writing and shall be 
given by hand delivery to the other party or by registered 
or certified mail, return receipt requested, postage 
prepaid, addressed, in either case, to the principal 
corporate offices of Pacific Enterprises or to such other 
address as either party shall have furnished to the other 
in writing in accordance herewith. Notices and 
communications shall be effective when actually received by 
the addressee. 
                (c) Severability. The invalidity or 
unenforceability of any provision of this Agreement shall 
not affect the validity or enforceability of any other 
provision of this Agreement.

                (d) Taxes. The Company may withhold from 
any amounts payable under this Agreement such federal, 
state or local taxes as shall be required to be withheld 
pursuant to any applicable law or regulation.

                (e) No Waiver. The Executive's or the 
Company's failure to insist upon strict compliance with any 
provision hereof or any other provision of this Agreement 
or the failure to assert any right the Executive or the 
Company may have hereunder, including, without limitation, 
the right of the Executive to terminate employment for Good 
Reason pursuant to Section 4(d) of this Agreement, or the 
right of the Company to terminate the Executive's 
employment for Cause pursuant to Section 4(b) of this 
Agreement shall not be deemed to be a waiver of such 
provision or right or any other provision or right of this 
Agreement. 

                 (f) Entire Agreement. This instrument 
contains the entire agreement of the Executive, the Company 
or any predecessor or subsidiary thereof with respect to 
the subject matter hereof, and all promises, 
representations, understandings, arrangements and prior 
agreements are merged herein and superseded hereby includ- 
ing, but not limited to, that certain Severance Agreement, 
dated October 11, 1996, between the Executive and Pacific 
Enterprises. Notwithstanding the foregoing, the provisions 
of any employee benefit or compensation plan, program or 
arrangement applicable to the Executive, including that 
certain Incentive Bonus Agreement, entered into between the 
Executive and Pacific Enterprises, shall remain in effect, 
except as expressly otherwise provided herein.

                IN WITNESS WHEREOF, the Executive and, 
pursuant to due authorization from its Board of Directors, 
the Company have caused this Agreement to be executed as of 
the day and year first above written.  MINERAL ENERGY 
COMPANY


  __________________________
  Kevin C. Sagara
  President

  __________________________
  Warren I. Mitchell

EXHIBIT A

GENERAL RELEASE


This GENERAL RELEASE (the "Agreement"), dated _______, is 
made by and between ___________________, a California 
corporation (the "Company") and _____________ ("you" or 
"your").

   WHEREAS, you and the Company have previously entered into 
that certain Employment Agreement dated _____________, 1996 
(the "Employment Agreement"); and

   WHEREAS, Section 5 of the Employment Agreement provides 
for the payment of severance benefits in the event of the 
termination of your employment under certain circumstances, 
subject to and conditioned upon your execution and non-
revocation of a general release of claims by you against the 
Company and its subsidiaries and affiliates.

   NOW, THEREFORE, in consideration of the premises and the 
mutual covenants herein contained, you and the Company 
hereby agree as follows:

   ONE:  Your signing of this Agreement confirms that your 
employment with the Company shall terminate at the close of 
business on ___________,or earlier upon our mutual 
agreement.

   TWO:  As a material inducement for the payment of 
benefits under Section 5 of that certain Employment 
Agreement between you and the Company, and except as 
otherwise provided in this Agreement, you and the Company 
hereby irrevocably and unconditionally release, acquit and 
forever discharge the other from any and all Claims either 
may have against the other.  For purposes of his Agreement 
and the preceding sentence, the words "Releasee" or 
"Releasees"
and "Claim" or "Claims," shall have the meanings set forth 
below:

   (a)The words "Releasee" or "Releasees" shall refer to the 
you and to the Company and each of the Company's owners, 
stockholders, predecessors, successors, assigns, agents, 
directors, officers, employees, representatives, attorneys, 
advisors, parent companies, divisions, subsidiaries, 
affiliates(and agents, directors, officers, employees, 
representatives, attorneys and advisors of such parent 
companies, divisions, subsidiaries and affiliates), and all 
persons acting by, through, under or in concert with any of 
them.

   (b)The words "Claim" or "Claims" shall refer to any 
charges, complaints, claims, liabilities, obligations, 
promises, agreements, controversies, damages, actions, 
causes of action, suits, rights, demands, costs, losses, 
debts and expenses (including attorneys' fees and costs 
actually incurred)of any nature whatsoever, known or 
unknown, suspected or unsuspected, which you or the Company 
now, in the past or, except as limited by law or regulation 
such as the Age Discrimination in Employment Act (ADEA), in 
the future may have, own or hold against any of the 
Releasees; provided, however, that the word "Claim" or 
"Claims" shall not refer to any charges, complaints, claims, 
liabilities, obligations, promises, agreements, 
controversies, damages, actions, causes of action, suits, 
rights, demands, costs, losses, debts and expenses 
(including attorneys' fees and costs actually incurred) 
arising under [identify severance, employee benefits, stock 
option and other agreements containing duties, rights 
obligations etc. of either party that are to remain 
operative].  Claims released pursuant to this Agreement by 
you and the Company include, but are not limited to, rights 
arising out of alleged violations of any contracts, express 
or implied, any tort, any claim that you failed to perform 
or negligently performed or breached your duties during 
employment at the Company, any legal restrictions on the 
Company's right to terminate employees or any federal, state 
or other governmental statute, regulation, or ordinance, 
including, without limitation: (1) Title VII of the Civil 
Rights Act of l964 (race, color, religion, sex and national 
origin discrimination); (2) 42 U.S.C Sec 1981 
(discrimination); (3) 29 U.S.C. Sec 621-634(age 
discrimination); (4) 29 U.S.C. Sec 206(d)(l) (equal pay); 
(5) 42 U.S.C. Sec 12101, et seq. (disability); (6) the 
California Constitution, Article I, Section 
8(discrimination); (7) the California Fair Employment and 
Housing Act (discrimination, including race, color, national 
origin, ancestry, physical handicap, medical condition, 
marital status, religion, sex or age); (8) California Labor 
Code Section 1102.1 (sexual orientation discrimination); (9) 
Executive Order 11246(race, color, religion, sex and 
national origin discrimination); (10) Executive Order 11141 
(age discrimination); (11) Sec 503 and 504 of the 
Rehabilitation Act of 1973 (handicap discrimination); (12) 
The Worker Adjustment and Retraining Act (WARN Act); (13) 
the California Labor Code (wages, hours, working conditions, 
benefits and other matters); (14) the Fair Labor Standards 
Act (wages, hours, working conditions and other matters); 
the Federal Employee Polygraph Protection Act (prohibits 
employer from requiring employee to take polygraph test as 
condition of employment); and (15) any federal, state or 
other governmental statute, regulation or ordinance which is 
similar to any of the statutes de-scribed in clauses (1) 
through (14).

   THREE:  You and the Company expressly waive and 
relinquish all rights and benefits afforded by any statute 
(including but not limited to Section 1542 of the Civil Code 
of the State of California) which limits the effect of are 
lease with respect to unknown claims.  You and the Company 
do so under-standing and acknowledging the significance of 
the release of unknown claims and the waiver of statutory 
protection against a release of unknown claims(including but 
not limited to Section 1542).  Section 1542 of the Civil 
Code of the State of California states as follows:

 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT 
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM 
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE 
DEBTOR."

Thus, notwithstanding the provisions of Section 1542 or of 
any similar statute, and for the purpose of implementing a 
full and complete release and discharge of the Releasees, 
you and the Company expressly acknowledge that this 
Agreement is intended to include in its effect, without 
limitation, all Claims which are known and all Claims which 
you or the Company do not know or suspect to exist in your 
or the Company's favor at the time of execution of this 
Agreement and that this Agreement contemplates the 
extinguishment of all such Claims.

   FOUR:  The parties acknowledge that they might hereafter 
discover facts different from, or in addition to, those they 
now know or believe to be rue with respect to a Claim or 
Claims released herein, and they expressly agree to assume 
the risk of possible discovery of additional or different 
facts, and agree that this Agreement shall be and remain 
effective, in all respects, regardless of such additional or 
different discovered facts.

   FIVE:  You hereby represent and acknowledge that you have 
not filed any Claim of any kind against the Company or 
others released in this Agreement.  You further hereby 
expressly agree never to initiate against the Company or 
others released in this Agreement any administrative 
proceeding, lawsuit or any other legal or equitable 
proceeding of any kind asserting any Claims that are 
released in this Agreement.  

   The Company hereby represents and acknowledges that it 
has not filed any Claim of any kind against you or others 
released in this Agreement. The Company further hereby 
expressly agrees never to initiate against you or others 
released in this Agreement any administrative proceeding, 
lawsuit or any other legal or equitable proceeding of any 
kind asserting any Claims that are released in this 
Agreement.  

   SIX:  You hereby represent and agree that you have not 
assigned or transferred, or attempted to have assigned or 
transfer, to any person or entity, any of the Claims that 
you are releasing in this Agreement.

   The Company hereby represents and agrees that it has not 
assigned or transferred, or attempted to have assigned or 
transfer, to any person or entity, any of the Claims that it 
is releasing in this Agreement.

   SEVEN:  As a further material inducement to the Company 
to enter into this Agreement, you hereby agree to indemnify 
and hold each of the Releasees harmless from all loss, 
costs, damages, or expenses, including without limitation, 
attorneys' fees incurred by Releasees, arising out of any 
breach of this Agreement by you or the fact that any 
representation made in this Agreement by you was false when 
made.  

   EIGHT:  You and the Company represent and acknowledge 
that, in executing this Agreement, neither is relying upon 
any representation or statement not set forth in this 
Agreement or the Severance Agreement.

   NINE:   (a)This Agreement shall not in any way be 
construed as an admission by the Company that it has acted 
wrongfully with respect to you or any other person, or that 
you have any rights whatsoever against the Company, and the 
Company specifically disclaims any liability to or wrongful 
acts against you or any other person, on the part of itself, 
its employees or its agents.  This Agreement shall not in 
any way be construed as an admission by you that you have 
acted wrongfully with respect to the Company, or that you 
failed to perform your duties or negligently performed or 
breached your duties, or that the Company had good cause to 
terminate your employment.   (b)If you are a party or are 
threatened to be made a party to any proceeding by reason of 
the fact that you were an officer [or director] of the 
Company, the Company shall indemnify you against any 
expenses(including reasonable attorney fees provided that 
counsel has been approved by the Company prior to 
retention), judgments, fines, settlements, and other amounts 
actually or reasonably incurred by you in connection with 
that proceeding, provided that you acted in good faith and 
in a manner you reasonably believed to be in the best 
interest of the Company.  The limitations of California 
Corporations Code Section 317 shall apply to this assurance 
of indemnification.    (c) You agree to cooperate with the 
Company and its designated attorneys, representatives and 
agents in connection with any actual or threatened judicial, 
administrative or other legal or equitable proceeding in 
which the Company is or may be become involved.  Upon 
reasonable notice, you agree to meet with and provide to the 
Company or its designated attorneys, representatives or 
agents all information and knowledge you have relating to 
the subject matter of any such proceeding.

   TEN:  This Agreement is made and entered into in 
California. This Agreement shall in all respects be 
interpreted, enforced and governed by and under the laws of 
the State of California.  Any dispute about the validity, 
interpretation, effect or alleged violation of this 
Agreement (an "arbitrable dispute") must be submitted to 
arbitration in [Los Angeles][San Diego], California.  
Arbitration shall take place before an experienced 
employment arbitrator licensed to practice law in such state 
and selected in accordance with the Model Employment 
Arbitration Procedures of the American Arbitration 
Association. Arbitration shall be the exclusive remedy for 
any arbitrable dispute.  The arbitrator in any arbitrable 
dispute shall not have authority to modify or change the 
Agreement in any respect.  You and the Company shall each be 
responsible for payment of one-half the amount of the 
arbitrator's fee(s).  Should any party to this Agreement 
institute any legal action or administrative proceeding 
against the other with respect to any Claim waived by this 
Agreement or pursue any arbitrable dispute by any method 
other than arbitration, the prevailing party shall be 
entitled to recover from the initiating party all damages, 
costs, expenses and attorneys' fees incurred as a result of 
that action. The arbitrator's decision and/or award will be 
fully enforceable and subject to an entry of judgment by the 
Superior Court of the State of California for the County of 
[Los Angeles][San Diego].

   ELEVEN:  Both you and the Company understand that this 
Agreement is final and binding eight days after its 
execution and return.  Should you nevertheless attempt to 
challenge the enforceability of this Agreement as provided 
in Paragraph TEN or, in violation of that Paragraph, through 
litigation, as a further limitation on any right to make 
such a challenge, you shall initially tender to the Company, 
by certified check delivered to the Company, all monies 
received pursuant to Section 5 of the Employment Agreement, 
plus interest, and invite the Company to retain such monies 
and agree with you to cancel this Agreement and void the 
Company's obligations under Section 5 of the Employment 
Agreement.  In the event the Company accepts this offer, the 
Company shall retain such monies and this Agreement shall be 
canceled and the Company shall have no obligation under 
Section 5 of the Employment Agreement.  In the event the 
Company does not accept such offer, the Company shall so 
notify you, and shall place such monies in an interest-
bearing escrow account pending resolution of the dispute 
between you and the Company as to whether or not this 
Agreement and the Company's obligations under Section 5 of 
the Employment Agreement shall be set aside and/or otherwise 
rendered voidable or unenforceable.  Additionally, any 
consulting agreement then in effect between you and The 
Company shall be immediately rescinded with no requirement 
of notice.
   TWELVE:  Any notices required to be given under this 
Agreement shall be delivered either personally or by first 
class United States mail, postage prepaid, addressed to the 
respective parties as follows:

To Company:   [TO COME]

    Attn:  [TO COME]

To You:  
___________________
___________________
___________________

   THIRTEEN:  You understand and acknowledge that you have 
been given a period of 45 days to review and consider this 
Agreement (as well as statistical data on the persons 
eligible for similar benefits) before signing it and may use 
as much of this 45-day period as you wish prior to signing.  
You are encouraged, at your personal expense, to consult 
with an attorney before signing this Agreement.  You 
understand and acknowledge that whether or not you do so is 
your decision.  You may revoke this Agreement within seven 
days of signing it.  If you wish to revoke, the Company's 
Vice President, Human Resources must receive written notice 
from you no later than the close of business on the seventh 
day after you have signed the Agreement.  If revoked, this 
Agreement shall not be effective and enforceable and you 
will not receive payments or benefits under Section 5 of the 
Employment Agreement.

   FOURTEEN:  This Agreement constitutes the entire 
Agreement of the parties hereto and supersedes any and all 
other Agreements (except the Employment Agreement) with 
respect to the subject matter of this Agreement, whether 
written or oral, between you and the Company.  All 
modifications and amendments to this Agreement must be in 
writing and signed by the parties. 

   FIFTEEN:  Each party agrees, without further 
consideration, to sign or cause to be signed, and to deliver 
to the other party, any other documents and to take any 
other action as may be necessary to fulfill the obligations 
under this Agreement.  

   SIXTEEN:  If any provision of this Agreement or the 
application thereof is held invalid, the invalidity shall 
not affect other provisions or applications of the Agreement 
which can be given effect without the invalid provisions or 
application; and to this end the provisions of this 
Agreement are declared to be severable.

   SEVENTEEN:  This Agreement may be executed in 
counterparts.

I have read the foregoing General Release and I accept and 
agree to the provisions it contains and hereby execute it 
voluntarily and with full under-standing of its 
consequences.  I am aware it includes a release of all known 
or unknown claims.

DATED:____________________  
                               _____________________________   
DATED:____________________  

                               _____________________________    

   You acknowledge that you first received this Agreement on 
[date].

                                      
___________________________