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ASSIGNMENT AND ASSUMPTION AGREEMENT <br />AND AMENDMENT TO CONTRACT <br />THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO <br />CONTRACT("Assignment and Assumption Agreement"), is made and entered into as of the <br />th day of September, 1998 by and among Enova Energy Management, Inc., a California <br />corporation ("ENOVA"), Sempra Energy Trading Corp., a Delaware corporation ("SEMPRA"), <br />and City of Colton, a California municipal corporation ("Colton"). <br />WITNESSETH: <br />WHEREAS, ENOVA and Colton are parties to an Energy Management and Professional <br />Services Agreement, dated April 5, 1995, (the "Agreement") which sets forth the terms and <br />conditions relating to certain energy management services provided by ENOVA to Colton; and <br />WHEREAS, ENOVA wishes to assign the Agreement, including all rights, duties and <br />obligations thereunder, to SEMPRA, and SEMPRA is willing to become a party to the <br />Agreement and assume all such obligations, and Colton is willing to consent thereto; <br />WHEREAS, upon assignment, SEMPRA and Colton wish to amend the terms of the <br />Agreement; <br />NOW, THEREFORE, in consideration of the mutual covenants and agreements contained <br />in this Assignment and Assumption Agreement and for other good and valuable consideration, the <br />receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: <br />1. Assignment and Assumption. With respect to services to be performed under the <br />Agreement on and after April 1, 1998 (the "Effective Date"), ENOVA hereby assigns all of its <br />rights and delegates all of its duties and obligations under the Agreement to SEMPRA, and <br />SEMPRA hereby assumes all of the rights and agrees to perform and discharge all of the duties <br />and obligations to ENOVA under the Agreement from the Effective Date. Except as amended <br />herein, the Agreement remains in full force and effect. <br />2. Consent. Colton hereby consents to the assignment and assumption provided for <br />in this Assignment and Assumption Agreement. <br />3. Effective Date. The assignment and assumption of this agreement is effective <br />retroactively from the Effective date, and ENOVA and Colton acknowledge that SEMPRA has <br />been performing all of the duties and obligations of ENOVA since the Effective Date with their <br />consent. <br />RVPUB\JLR\49575 <br />