Here is another services agreement - this one used as a form by EES.
---------------------- Forwarded by Mark - ECT Legal Taylor/HOU/ECT on 
05/27/99 02:12 PM ---------------------------


Carol St Clair
05/27/99 01:08 PM
To: Mark - ECT Legal Taylor/HOU/ECT@ECT
cc:  
Subject: 

Mark:
Enclosed is a form of services agreement taht EES has entered into that may 
be a good starting point for us in connection with the derivative services 
agreement that we may want to enter into with entities like WCP.
Carol
---------------------- Forwarded by Carol St Clair/HOU/ECT on 05/27/99 01:06 
PM ---------------------------


Denise LaGesse@EES
05/26/99 12:07 PM
Sent by: Kim Wilkie@EES
To: Carol St Clair/HOU/ECT@ECT
cc:  
Subject: 

Carol, I apologize for the delay in getting this to you.  Attached is a form 
that V&E just put together for us.  I think the format will be good for your 
purposes.  Let me know if you need anything else.

Regarding World Color Press, I will give you a call.  I spoke to Michelle 
Maynard, the lawyer on the transaction.  I need to check on a couple of other 
things before we talk.

Thanks, Kim