PRRN14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. 1)

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o Soliciting Material Pursuant to §240.14a-12

MMC ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

ENERGY HOLDINGS LIMITED LLC

KETHEESCH ARAN

ROBERT CLEMENTS

G. WILLIAM EASON

JOSEPH C. HEARNE

KEVIN McCONVILLE

KARL W. MILLER

ROBERT SAMUELS

RAIFORD TRASK, JR.

TONY VALENTINE

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PRELIMINARY COPY

          , 2008

Dear Fellow MMC Stockholder:

WITH THE ENCLOSED PROXY STATEMENT AND THE ACCOMPANYING BLUE PROXY CARD, ENERGY HOLDINGS LIMITED LLC (“EHL”), G. WILLIAM EASON AND KARL W. MILLER, TOGETHER WITH KETHEESCH ARAN, ROBERT CLEMENTS, JOSEPH HEARNE, KEVIN McCONVILLE, ROBERT SAMUELS, RAIFORD TRASK, JR. AND TONY VALENTINE, ARE SOLICITING YOUR PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS OF MMC ENERGY, INC. (“MMC”), TO BE HELD ON MAY 28, 2008, IN SUPPORT OF THE ELECTION OF SEVEN NOMINEES TO REPLACE ALL OF THE SEVEN INCUMBENT DIRECTORS PROPOSED FOR ELECTION BY MMC.

OUR NOMINEES TO SERVE AS DIRECTORS OF MMC ARE KETHEESCH ARAN, G. WILLIAM EASON, JOSEPH HEARNE, KEVIN McCONVILLE, KARL W. MILLER, RAIFORD TRASK, JR. AND TONY VALENTINE (THE “NOMINEES”). THEIR BIOGRAPHICAL INFORMATION AND QUALIFICATIONS ARE INCLUDED IN THE ATTACHED PROXY STATEMENT.

EHL was formed by many of the MMC founding stockholders in order to respond to the many opportunities that exist currently in the energy industry and specifically within the electricity generation segment.

Additionally, EHL was formed to address the substantial deterioration in MMC’s stockholder value, the continued lack of liquidity of MMC’s shares and to replace the incumbent MMC board. EHL is a significant stockholder beneficially owning 559,386 shares of MMC common stock, or approximately 4% of the outstanding shares.

Our Nominees are excited about seeking to contribute to the growth of MMC. Our Nominees have committed not to collect fees or other cash or equity compensation for MMC board service or meetings for at least three years, substantially reducing expenses, preserving cash and illustrating their commitment to MMC and its stockholders. We are filing this proxy statement due to our passionate belief that MMC needs an immediate leadership change. EHL and Mr. Miller together own approximately 9 percent of MMC’s outstanding common stock.

Mr. Miller helped build MMC from its inception and led a successful public offering in June 2007. Mr. Miller is a significant paid in stockholder, owning 714,828 shares of MMC common stock, or approximately 5% of the outstanding shares. Mr. Miller has committed to invest up to an additional $1 million in MMC common stock in open market purchases over a two-year period if our slate is elected, further aligning the interests of the new board with stockholder interests.

Mr. Miller previously served in various executive positions at MMC, including Chairman of the Board, Chief Executive Officer and President. Mr. Miller has dedicated many years of his professional life, dating back to 2002, to the development and growth of MMC both as a private and public company. In December 2007, Mr. Miller resigned from MMC as a result of being replaced as Chief Executive Officer. In February 2008, Mr. Miller also agreed to resign from MMC’s Board. The resignation from the Board was pursuant to the terms of his Separation Agreement rather then a disagreement with MMC regarding operations, policies or practices.

If our Nominees are elected, they will use their best efforts to elect Messrs. Aran, McConville and Miller to executive officer positions with MMC, replacing current senior management. Messrs. Aran and McConville are, respectively, the Chief Financial Officer and Chief Operating Officer of EHL and two of our director nominees. They are experienced energy executives. Mr. McConville was a co-founder and Managing Partner of Miller McConville & Company, the private company that eventually became MMC Energy, Inc. The original founding stockholders of MMC, who formed EHL for the purpose, among others, of attempting to replace the incumbent MMC board and in order to attempt to preserve and enhance the value of their MMC shares, prevailed upon Mr. Miller shortly after his resignation from the MMC board to be one of EHL’s Nominees and to participate in this proxy solicitation.

Our Nominees desire to provide the leadership necessary to execute a business plan to grow MMC for the benefit of all stockholders; however, no assurances can be given that they will be successful in achieving these objectives.

•  Strategy:  Our Nominees intend to pursue a Western states strategy, with a particular focus upon the California market. Our proposed management team and directors intend to actively operate the MMC business and grow long term stockholder value through dynamic, “hands on” and energetic leadership.

•  Revenue Growth Through Asset Acquisition and Development Pipeline:  EHL, separate and apart from MMC, is in various stages of negotiation with multiple industry counterparties on a number of energy projects and expects to sign letters of intent to acquire certain energy assets. While in its early stages, EHL intends to aggressively move forward to seek to develop projects over the next several months. EHL intends to assign its interests in projects that it holds to MMC, without cost to MMC, assuming a successful proxy contest. EHL’s assets in respect of projects at the date of the Annual Meeting will not consist of anything other than interests in respect of letters of intent; but no assurances can be given that EHL will have any assets in respect of projects as of the Annual Meeting. EHL’s acquisition and development strategy concentrates on the Western states with a particular focus on the California market. EHL’s involvement in each project is at a relatively early stage. No financing commitments have been received and final due diligence has not been completed with respect to any of the projects. Therefore, no assurances can be made regarding EHL’s ability to complete these projects or their success should they be completed.

•  Cost Control:  The Nominees will relocate MMC’s executive management team to Southern California, providing an efficient execution of its business strategy and allowing close proximity to MMC’s existing projects and other targeted energy assets. Our Nominees also plan to close MMC’s New York City offices, reducing operating expenses.

•  Director Fees:  Our Nominees will not accept fees or other cash or equity compensation for their services to the MMC Board of Directors for at least three years. MMC is a micro-cap company and many of our Nominees are “paid in” stockholders whose economic interest is closely tied to MMC’s performance and success. This commitment eliminates the fees currently paid by MMC to its five outside directors.

We believe that MMC may benefit immediately upon the election of our Nominees through the contribution of EHL’s acquisition and development transaction pipeline referred to in the proxy statement. If our Nominees are elected, EHL intends to assign all of its interests in projects that it holds to MMC, without cost to MMC. EHL’s assets in respect of projects at the date of the Annual Meeting will not consist of anything other than interests in respect of letters of intent; but no assurances can be given that EHL will have any assets in respect of projects as of the Annual Meeting.

As an MMC stockholder, you have the opportunity and the right to vote for an alternative slate of director nominees, replacing the entire incumbent board.

Our Nominees are highly qualified and experienced, and have impressive and diverse backgrounds in energy, business, operations and development, risk management, finance and real estate. As a group of professionals, they understand the importance of a board of directors in setting the direction and culture of a micro-cap public company.

We believe it is time for a change in MMC’s governance. In recent months, we have made recommendations to MMC in an attempt to assist it in growing its revenues, reducing its cost structure and enhancing its profitability. We believe that there is significant work to be done if MMC is to realize its true value potential. We are very proud of our slate and feel confident that if investors take a cold, hard look at the opportunities that exist within the energy industry today and the current share price of MMC, there is every reason to elect our Nominees.

WE DO NOT BELIEVE THAT THE INCUMBENT SLATE HAS PROVIDED REASONS FOR ANOTHER YEAR AT THE HELM OF MMC

If you believe that a change in MMC’s board is beneficial to stockholders, you must act now by returning the BLUE proxy card to elect our Nominees at the 2008 Annual Meeting. Our proxy statement also solicits your vote for two amendments to MMC’s Bylaws as described in the accompanying proxy statement.

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Our Nominees include stockholders just like you. Their interests are aligned with your interests and those of all stockholders. The choice is clear. The choice is yours!

We urge you to consider carefully the information contained in our proxy statement and then support our efforts as stockholders by marking, signing, dating and returning the enclosed BLUE proxy card to vote for our Nominees and our other proposals.

If you have any questions or require assistance with your vote, please contact EHL at the contact number listed below. Unlike many boards of directors, our slate welcomes questions and thoughts of stockholders. EHL is open to speaking with you at anytime consistent with our policy of transparency.

Thank you for your support,

Energy Holdings Limited LLC
Ketheesch Aran
Robert Clements
G. William Eason
Joseph C. Hearne
Kevin McConville
Karl W. Miller
Robert Samuels
Raiford Trask, Jr.
Tony Valentine

Energy Holdings Limited LLC

P.O. Box 97

Wilmington, NC 28402

Call Toll-Free: 1-888-353-1113

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PRELIMINARY COPY

2008 ANNUAL MEETING OF THE STOCKHOLDERS
OF
MMC ENERGY, INC.

PROXY STATEMENT
OF
ENERGY HOLDINGS LIMITED LLC,
KETHEESCH ARAN, ROBERT CLEMENTS, G. WILLIAM EASON,
JOSEPH C. HEARNE, KEVIN McCONVILLE,
KARL W. MILLER, ROBERT SAMUELS, RAIFORD TRASK, JR. AND TONY VALENTINE

This Proxy Statement and the accompanying BLUE proxy card are being furnished to stockholders of MMC Energy, Inc. (“MMC” or the “Company”) in connection with our solicitation of proxies to be used at the 2008 Annual Meeting of Stockholders of MMC, including any adjournments, postponements, reschedulings or continuations thereof and any meeting which may be called in lieu thereof (the “Annual Meeting”). The Annual Meeting is scheduled to be held on May 28, 2008, at 9:00 a.m., local time, at Le Meridien Hotel, 333 Battery Street, San Francisco, California. The principal executive offices of MMC are located at 26 Broadway, Suite 907, New York, NY 10004. Our proxy statement and the accompanying BLUE proxy card are first being furnished to stockholders on or about          , 2008.

At the Annual Meeting, we are seeking your support for the following:

1. To elect the following slate of director nominees: Kevin McConville, Ketheesch Aran, Tony Valentine, Karl W. Miller, G. William Eason, Joseph Hearne, and Raiford Trask, Jr. (the “Nominees”), each to serve for a one-year term until the Company’s 2009 Annual Meeting of Stockholders (“Proposal 1”);

2. To amend the MMC Bylaws to establish an age limitation for directors providing that no person shall be eligible to be elected as a director for a term which expires after he or she reaches age 72 (“Proposal 2”);

3. To repeal each provision of the MMC Bylaws and any and all amendments to the Bylaws (whether effected by supplement to, deletion from or revision of the Bylaws) adopted since March 7, 2008 until conclusion of the Annual Meeting, other than those provisions which were duly adopted by the stockholders of MMC and those provisions which under Delaware law cannot be repealed by the stockholders of MMC (“Proposal 3”, and collectively with Proposals 1 and 2, the “Proposals”).

OUR NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTEREST OF THE COMPANY’S STOCKHOLDERS. WE BELIEVE THAT YOUR VOICE IN THE FUTURE OF MMC CAN BEST BE EXPRESSED THROUGH THE ELECTION OF OUR NOMINEES AND THE APPROVAL OF OUR OTHER PROPOSALS WHICH ARE FURTHER DISCUSSED HEREIN. ACCORDINGLY, WE URGE YOU TO VOTE YOUR BLUE PROXY CARD FOR OUR NOMINEES AND FOR THE APPROVAL OF OUR OTHER PROPOSALS.

WE ARE MAKING THIS SOLICITATION ON OUR OWN BEHALF AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF MMC. EXCEPT AS DISCUSSED HEREIN OR IN THE 2008 PROXY STATEMENT OF MMC, WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER MATTERS, WHICH WE ARE NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, WE WILL VOTE THE PROXIES WE HOLD ON THOSE MATTERS IN OUR DISCRETION.

IF YOU HAVE ALREADY SENT A WHITE PROXY CARD FURNISHED BY MMC MANAGEMENT TO MMC, YOU MAY REVOKE THAT PROXY BY SIGNING, DATING AND RETURNING THE

ENCLOSED BLUE PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY EITHER DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING TO US OR BY VOTING IN PERSON AT THE ANNUAL MEETING.

IF YOU VOTE YOUR BLUE PROXY CARD, YOU WILL NOT HAVE THE OPPORTUNITY TO VOTE ON PROPOSAL NO. 2 (RATIFICATION OF INDEPENDENT AUDITORS), PROPOSAL NO. 3 (STOCKHOLDER PROPOSAL TO ADOPT A POLICY WHICH PROVIDES FOR A MANDATORY RETIREMENT AGE OF 75 FOR OUTSIDE DIRECTORS), PROPOSAL NO. 4 (STOCKHOLDER PROPOSAL TO ENGAGE THE SERVICES OF AN EXPERIENCED BROKER TO MARKET AND SELL MMC ENERGY, INC.) OR PROPOSAL NO. 5 (STOCKHOLDER RIGHTS TO AUTHORIZE A COMMON STOCK REPURCHASE PROGRAM) THAT ARE DESCRIBED IN THE 2008 PROXY STATEMENT OF MMC AND ARE PRESENTED ON MMC MANAGEMENT’S WHITE PROXY CARD. STOCKHOLDERS WHO CHOOSE TO VOTE THE BLUE PROXY CARD WILL BE DISENFRANCHISED AS TO THEIR ABILITY TO VOTE ON THOSE MATTERS.

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IMPORTANT

The election of the Nominees requires the affirmative vote of a plurality of the votes cast, assuming a quorum is present or otherwise represented at the Annual Meeting. That means that the director nominees with the most votes for available board seats will be elected. Accordingly, your vote is important, no matter how few shares of common stock of MMC (the “Shares”) that you own. We urge you to mark, sign, date, and return the enclosed BLUE proxy card today to vote “FOR” the election of our Nominees and “FOR” our other Proposals discussed herein.

WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY MMC. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BY DELIVERING A LATER-DATED BLUE PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE, OR BY VOTING IN PERSON AT THE ANNUAL MEETING.

According to the Annual Report on Form 10-K of MMC for the fiscal year ended December 31, 2007 (the “MMC 2007 Form 10-K”), filed with the Securities and Exchange Commission on March 12, 2008, there were an aggregate of 13,917,347 Shares issued and outstanding. Our Nominees and Energy Holdings Limited LLC (“EHL”) are deemed to beneficially own (as beneficial ownership is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), in the aggregate, 1,278,775 Shares, representing approximately 9.1% of the Shares, based upon the amount of Shares reported to be issued and outstanding in the MMC 2007 Form 10-K. Please see Annex I for additional information about the Nominees and EHL, including their beneficial ownership, and purchases and sales of Shares.

Only holders of record of Shares as of the close of business on March 31, 2008 (the “Record Date”) are entitled to notice of, and to attend and to vote at, the Annual Meeting. According to the proxy statement of MMC, as of the Record Date, there were 14,144,347 Shares outstanding and entitled to vote at the Annual Meeting. As of the Record Date, our Nominees and EHL are deemed to beneficially own (as beneficial ownership is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), in the aggregate, 1,278,775 Shares, representing approximately 9.0% of the issued and outstanding Shares (based upon the Shares stated to be issued and outstanding as of the Record Date by MMC in its proxy statement).

If you have any questions, require assistance in executing your BLUE proxy card, need additional information concerning these proxy materials or need additional copies, please contact us as follows:

Energy Holdings Limited LLC

P.O. Box 97

Wilmington, NC 28402

Call Toll-Free: 1-888-353-1113

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REASONS WHY WE ARE SEEKING TO

REPLACE THE ENTIRE BOARD OF DIRECTORS OF MMC

EHL was formed by many of the MMC founding stockholders in response to the substantial attractive opportunities prevalent in the U.S. electricity generation and energy industry as well as to seek to replace the incumbent MMC board and increase value for all stockholders.

Contribution of EHL Pipeline to MMC

Although EHL was formed only in March of this year, its executive management team is experienced and has already identified and engaged in discussions regarding multiple energy projects that are in various stages of completion (existing and operational, existing and mothballed, in late stage construction, in pre-construction and in early stage development). Our Nominees (other than Mr. Miller) are members of EHL or its senior management team. If our Nominees are elected, they will use their best efforts to elect Messrs. Aran and McConville (as well as Mr. Miller) to executive officer positions with MMC, replacing current senior management. The discussion below of EHL’s strategy and current activities is designed to illustrate the growth possibilities they can offer to MMC if our slate is elected. If our Nominees are elected, EHL intends to assign all of its interests in projects to MMC without cost to MMC. EHL’s assets in respect of projects at the date of the Annual Meeting will not consist of anything other than interests in respect of letters of intent; but no assurances can be given that EHL will have any assets in respect of projects as of the Annual Meeting.

EHL is in discussions and negotiations with several companies and asset owners and has issued offer letters in some cases. EHL has executed a letter of intent to construct a solid fuel power plant in the Western U.S. EHL management is in preliminary discussions with several funding sources for the financing of certain of its projects; however such talks are in their early stages and no determination has been made as to how any of EHL’s projects will be funded. A summary of the energy projects currently in EHL’s pipeline is as follows:

					Estimated Capital
			Project Size		Required
Project Status	Projects		(MW)		($ in millions)
Letters of Intent Signed		1		25	$	42.0
Letters of Intent in Process		1		50	$	100.0
Development Bids w/deposits		1		15	$	22.5
Discussion in Process		6		155	$	170.0
Total		9		245	$	294.5

EHL’s involvement in each project is at a relatively early stage. No financing commitments have been received and final due diligence has not been completed with respect to any of the projects. Therefore, no assurances can be made regarding EHL’s ability to complete these projects or their success should they be completed.

Should our Nominees be elected, EHL will cease seeking opportunities for itself. Members of its management team will begin to serve as MMC’s management, solely for the benefit of MMC and its investors.

EHL targets the Western United States, with particular focus upon California to execute its energy acquisition and development strategy. EHL is seeking to acquire and control niche opportunities in the electricity generation market for both natural gas and clean coal fueled assets as well as alternative and renewable (“green”) energy projects. EHL is also preparing to respond to several upcoming RFP’s by Western utilities for alternative and renewable energy sources. However, EHL also intends to “opportunistically” exploit ownership benefits of assets in locations not conforming to the stated strategy. Each transaction that does not meet the stated strategy will be evaluated internally with greater scrutiny.

EHL intends to seek to acquire, re-power and develop natural gas, clean coal and renewable assets in key geographic transmission locations such as California, Arizona, Nevada, New Mexico and Colorado. EHL intends to specifically focus on existing assets, both operational and non-operational, in the Western U.S. EHL intends to maximize environmental emission and green credits and fuel efficiency. EHL and our Nominees, if elected, will select as a segment of focus, projects that are within close proximity to industrial facilities with heavy steam/power requirements. EHL also intends to identify late stage development projects that have gained site control (“land”)

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and are moving through the permitting process. EHL will also seek opportunities within small public and private companies that may contain or represent orphaned assets due to weak management and capital constraints. Our Nominees intend to implement these strategies at MMC if elected.

EHL’s management team has identified and is currently exploring several investment opportunities that include:

•  Acquisition of a 25MW project nearing mechanical completion. EHL has signed a letter of intent with the owners for this $42 million acquisition.

•  EHL has responded to a renewable RFP by a western electric co-operative; EHL’s proposal is to develop and construct a 15 MW solid fuel fired power plant using waste wood and tire derived fuel for emission credits.

•  EHL has issued an offer letter to the developer of a fully permitted 50MW power project in the Northeast U.S. for the rights to construct a natural gas-powered project to meet power shortages in congested locations on the transmission grid. This project, while outside of the Western region, is reflective of the need for EHL to be flexible and opportunistic.

•  EHL is in early stage discussions with two industrial facilities in the Western U.S. with regard to developing a solid fuel power plant to supply electricity.

•  EHL is in negotiations to acquire and repower two existing gas fired power plants in the Western U.S. within close proximity of energy intensive industrial facilities.

•  EHL is evaluating the potential acquisition and re-commissioning and/or re-powering of two biomass projects in the Western U.S.

•  EHL is evaluating the opportunity to develop and construct several natural gas fueled peaker facilities adjacent to identified wind parks in the Tehachapi and Palm Springs areas of California.

•  EHL is evaluating multiple development sites available in California, Arizona and Nevada for green field power plant development projects.

Other opportunities pursued by EHL include the following:

•  Utilities in the Southwest have issued multiple requests for proposals for all renewable power to satisfy RPS standards. EHL is in the process of responding to various RFPs.

•  In discussions to joint venture with other renewable project developers.

These projects are speculative and no financing commitments have been received and due diligence has not been completed for any of the projects. No assurances can be made regarding EHL’s ability to complete these projects or their success should they be completed.

We believe that EHL and its management team are well positioned to achieve its objectives over the next several years and to carry that strategy to MMC; however, no assurances can be made as to whether it will achieve those objectives.

Reduce Operating Expenses

The Nominees will relocate MMC’s executive management team to Southern California, providing an efficient execution of its business strategy and allowing close proximity to MMC’s existing projects and other targeted energy assets. Our Nominees also plan to close MMC’s New York City offices, reducing operating expenses.

Director Fees

Our Nominees will not accept fees or other cash or equity compensation for their services to the MMC Board of Directors for at least three years. MMC is a micro-cap company and many of our Nominees are “paid in” stockholders whose economic interest is closely tied to MMC’s performance and success. This commitment eliminates the fees currently paid by MMC to its five outside directors.

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CHRONOLOGY OF EVENTS LEADING UP TO OUR DECISION
TO REPLACE THE ENTIRE BOARD OF DIRECTORS OF MMC
AND INITIATE THIS PROXY SOLICITATION

Over the past several months we have grown very concerned about what we perceive as the loss of investor confidence in MMC reflected by the substantial deterioration in stockholder value demonstrated by MMC’s severely depressed stock price.

On March 7, 2008 EHL delivered its first letter to the MMC board. EHL advised the MMC board that, in its opinion, the board needed to demonstrate actions in the best interests of its stockholders and that EHL intended to file a Schedule 13D with the Securities and Exchange Commission (the “SEC”). EHL and Messrs. G. William Eason and Karl W. Miller simultaneously filed a Schedule 13D disclosing their beneficial ownership of approximately 9% of MMC’s outstanding shares and their intent, among other things, to nominate a slate of directors for MMC at its May 28, 2008 stockholder meeting.

EHL also requested the MMC board move its annual meeting of stockholders to April 2008 so that stockholders could vote on a new slate of directors to lead MMC forward. MMC advised EHL that it would not do so.

On March 11, 2008, MMC conducted an earnings teleconference where management did not discuss fourth quarter 2007 results, and announced that its current CEO would spend time in California. We believe this was in response to EHL’s criticism of a lack of a California presence and the unnecessary expense of the New York headquarters because the announcement came shortly after EHL’s March 7 letter in which the relocation was suggested. MMC did not announce, however, the closing of the New York office to conserve cash.

On March 20, 2008, EHL and Messrs. Eason and Miller notified MMC, as required by MMC’s advance notice Bylaw, that they intended to nominate director candidates and make other proposals at MMC’s 2008 Annual Meeting of Stockholders and provided the consents of, and information regarding, the Nominees and filed an Amendment to the Schedule 13D disclosing their Nominees.

On March 21, 2008, MMC’s board announced it had retained Merriman, Curhan, Ford & Co. to assist MMC in developing “strategic alternatives” for the company. We believe that, instead of exploring strategic alternatives, MMC should be focusing on completing the existing Chula Vista and Escondido upgrade projects. Additionally, we believe that MMC should be seeking growth opportunities that are accretive to investors.

On March 26, 2008, MMC’s board announced a share repurchase program, an action that concerned EHL. While the intent to raise MMC’s share price is a goal shared by all investors, we believe that MMC’s cash should be used to complete the critical construction projects in process.

In its preliminary proxy statement filing with the SEC for its 2008 Annual Meeting, the MMC board recommended a “no” vote on a proposed share buyback plan that was introduced by a stockholder who commented that MMC’s share price had fallen by more than 80%. Yet the board had announced only two days earlier that it was proposing a share buyback program. MMC’s share price has fallen from $9.75 per share on April 20, 2007, the date of MMC’s ten for one reverse stock split, to less than $2.00 per share toward the end of March 2008.

On April 4, 2008 EHL delivered its second letter to MMC. EHL advised MMC that EHL was very concerned about recent actions of the MMC board including the announcement of a share repurchase program and the retention of Merriman, Curhan, Ford & Co. to develop strategic alternatives.

On April 10, 2008, MMC revealed in a Form 8-K filing that it had bestowed certain senior managers with “change in control” benefits that would cause payments, including tax gross-ups, to be made to them in the event of termination of employment after our Nominees are elected at the Annual Meeting. If our Nominees are elected, a “change in control” will have occurred and payment of the change in control benefits will be triggered in the event of a subsequent termination of employment. This will only make it more expensive for stockholders to remove the current board and management. EHL requested that this matter be put to a vote of stockholders at the annual meeting but MMC did not respond. It is still, nevertheless — even considering the potential “costs” the board has created — even more important to elect our Nominees.

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On April 21, 2008, MMC issued a press release stating that it had filed an arbitration claim against Mr. Miller alleging that he had violated provisions of his Separation Agreement with MMC by his participation in this proxy solicitation and by violating restrictive covenants of his Separation Agreement, including a covenant not to compete with MMC. Mr. Miller believes that the claim is without merit and intends to vigorously contest it and counterclaim against MMC. Mr. Miller is not competing with MMC through EHL. Mr. Miller is not a member of EHL, nor is he an officer, employee or consultant of EHL or paid by EHL. As noted earlier, EHL’s business activities are being conducted by experienced executives with significant energy industry and other business expertise. Most importantly, EHL and Messrs. Eason and Miller believe that the arbitration claim by MMC is an attempt by MMC to taint Mr. Miller in connection with this proxy contest. We urge stockholders to support our Nominees and to reject the status quo.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The MMC Board is currently composed of seven directors, each of whom is elected annually. At the MMC 2008 Annual Meeting, seven directors will be elected. We are seeking your support at the Annual Meeting to elect our Nominees in opposition to MMC’s director nominees, each to serve until the 2009 Annual Meeting of Stockholders and until his successors are duly elected and qualified or until his earlier death, resignation, or removal.

The Nominees

Set forth below are the name, age, business address, present principal occupation and employment history of each of the Nominees for at least the past five years. No Nominee is currently a director of a publicly held company. This information has been furnished by the respective Nominees. Each of the Nominees has consented to serve as a director of MMC and to be named in this Proxy Statement as a nominee. Please see Annex I for additional information about the Nominees, including their beneficial ownership, purchases and sales of Shares.

	Principal Occupation or Employment
Name, Age and Business Address	During the Past Five Years
Kevin McConville (age 51) Business Address: 9337B Katy Freeway, Suite 313 Houston, TX 77024	From 2004 to the present Mr. McConville has been an independent energy consultant and private investor. Mr. McConville was a co-founder and Managing Partner of Miller McConville & Company, the private company that eventually became MMC Energy, Inc. and its affiliates, from August 2002 to mid-2004. From 2000 to 2002, Mr. McConville was a limited partner in Powersol Trading. From 1998 to 2000, Mr. McConville was the Managing Director of Enron Capital and Trade’s global industrial practice, investing debt and equity, supplying natural gas and electricity to energy intensive companies. Prior to 1998, Mr. McConville was a Vice-President of Business Development for Williams Trading, responsible for equity and debt investments in natural gas producing companies. Mr. McConville began his career at Panhandle Eastern Corporation and is trained in finance, regulatory affairs, valuation of natural pipeline and production properties, including the LNG facility. Mr. McConville served a director of Kafus Industries, an American Stock Exchange listed micro-cap company, from 1998 to 2000. He is the Chief Operating Officer of EHL. Mr. McConville is a graduate of Drake University with a B.A. in Journalism and holds an MBA from the Houston Baptist University.

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	Principal Occupation or Employment
Name, Age and Business Address	During the Past Five Years
Ketheesch Aran (age 55) Business Address: 10641 West Vassar Place Lakewood, CO 80227	Mr. Aran is the owner of Castle Enterprises, LLC an independent power plant developer, involved in the development of several projects in the northeast U.S. From 2002 to 2006, Mr. Aran served as Vice President of North American Power Group in charge of power plant acquisitions. From 1998 to 2001, Mr. Aran was a Senior Vice President of El Paso Merchant Energy, a subsidiary of El Paso Corporation, responsible for the acquisition and development of power generation projects. From 1990 to 1998, Mr. Aran was Vice President and Group Head, Project Finance, at Chrysler Capital Corporation in charge of equity investments in independent power projects. Mr. Aran has completed multiple power plant acquisitions in the power generation industry during his career, involving project financing, transaction structuring and turnarounds. Mr. Aran brings in-depth experience in originating, acquiring and re-structuring power generation assets. Mr. Aran is a trained commercial banker including assignments with Bank of America and Bank of Boston. Mr. Aran is the Chief Financial Officer of EHL. Mr. Aran is a graduate of the University of Sri Lanka with a B.S. in Physics and an MBA from Georgia Southern University.
Tony Valentine (age 46) Business Address: 432 Island Shores Drive West Palm Beach, FL 33413	From September 2004 until the present, Mr. Valentine has been a principal in TK Research, Inc., a private placement consulting firm servicing small manufacturing and industrial organizations. From 2002 to September 2004, Mr. Valentine was a principal in Odysseus Energy LLC focused on the acquisition of undervalued power generation assets in the United States. From 1999 to 2001, Mr. Valentine was Chief Financial Officer for Kafus Industries, an American Stock Exchange listed micro-cap company that manufactured medium density fiberboard, where he directed capital raising efforts. From 1995 to 1999, Mr. Valentine was Vice President at Enron Capital and Trade where he focused on making debt and equity investments in energy-intensive industrial companies. From 1993 to 1995, Mr. Valentine was a Vice President at GE Capital where he coordinated the provision of financing services for the construction of power plants, and the acquisition of oil and gas reserves and led the restructuring of a portfolio of at-risk investments. He is the Chief Development Officer of EHL. Mr. Valentine is a graduate of The University of Tennessee with a B.S. in Chemical Engineering and holds an MBA from Harvard Business School.
Karl W. Miller (age 43) Business Address: 411 Bradley Creek Point Road Wilmington, North Carolina 28403	Mr. Miller is a private investor. Mr. Miller served as Chairman and Chief Executive Officer of MMC from May 2006 through March 2007 and as President from March 2007 through December 2007. He also served as a director of MMC from its founding until February 14, 2008. Mr. Miller served as a Managing Partner of MMC Energy North America LLC, the company that eventually became MMC Energy, Inc., and its affiliates beginning in August 2002. From October 2001 through August 2002, Mr. Miller served as Senior Advisor, Europe, to Statkraft SF (Statkraft Energy Europe), an owner and manager of energy assets in Scandinavia and Europe. From January 2001 to October 2001, Mr. Miller was Senior Vice President, Head of Marketing, Business Development and Structured Transactions in North America for PG&E Corporation. Prior to that time, Mr. Miller held various executive operational and financial positions in the energy producing sector including with Electricite de France, El Paso Energy, Enron and Chase Manhattan Bank. Mr. Miller is a graduate of The Catholic University of America with a B.A. in accounting and an M.B.A. in finance from the Kenan-Flagler Business School at the University of North Carolina.

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	Principal Occupation or Employment
Name, Age and Business Address	During the Past Five Years
G. William Eason (age 59) Business Address: 711 Forest Hills Drive Wilmington, NC 28403	Dr. Eason is a radiologist and private investor. Dr Eason is the founder of Atlantic Radiology Associates and has been its President for more than the past five years and is the co-founder of Atlantic Diagnostic Imaging Centers and has been its President for more than the past five years. Dr. Eason is also the co-founder of The Urgent Care Centers of the Carolinas, which owns and operates three medical care facilities. Prior thereto, Dr. Eason successfully owned, operated and sold several medical diagnostic imaging companies. Dr. Eason sold Atlantic Diagnostic Imaging Centers to Alliance Imaging in a private transaction. The sale included eight imaging centers and other intellectual property. Dr. Eason is a graduate of Auburn University and The University of Alabama Medical School. Dr. Eason is a founding stockholder of MMC and is the Managing Member of EHL.
Joseph C. Hearne (age 68) Business Address: P.O. Box 22 Kure Beach, NC 28449	Mr. Hearne is a real estate developer and private investor. Mr. Hearne is, and for more than the past five years has been, President of Hearne Properties, Inc., a real estate development construction and sales company located in North Carolina. Prior thereto, Mr. Hearne owned, operated and sold several auto dealerships and car rental businesses in North Carolina. Mr. Hearne is a graduate of Vanderbilt University with a B.A. in Business Administration. He is a founding stockholder of MMC and is a member of EHL.
Raiford Trask, Jr. (age 70) Business Address: 1202 Eastwood Road Wilmington, NC 28403	Mr. Trask has been a real estate developer, commercial farmer and private investor for more than the past five years. Mr. Trask owns and operates multiple real estate construction and development companies in North Carolina. He graduated from the Citadel with a B.S. in Commerce. Mr. Trask is a founding stockholder of MMC and is a member of EHL.

Except as indicated above, (i) none of the Nominees has carried on an occupation or employment, during the past five years, with MMC or any corporation or organization which is or was a parent, subsidiary or other affiliate of MMC, and (ii) none of the Nominees has ever served on the board of directors of MMC.

No family relationships exist between any Nominee and any current executive officer or director of MMC.

Except as disclosed in this proxy statement, no Nominee is involved in any material pending legal proceedings with respect to MMC.

Except as otherwise indicated in this proxy statement, there is no other arrangement or understanding between any Nominee and any other person pursuant to which he was or is to be selected as a Nominee or director, except that if the Nominees are elected, they would intend to use their best efforts to elect Messrs. Aran, McConville and Miller to executive officer positions, replacing current senior management. There has not yet been any negotiations, or offers or determinations made, about executive compensation arrangements or other terms and conditions of the employment of Messrs. Aran, McConville and Miller, including any employment agreements which may be entered into in the future. Our Nominees have committed not to collect fees or other cash or equity compensation for MMC board service or meetings for at least three years.

Messrs. Eason, Hearne, Trask and Valentine would qualify as independent directors in accordance with the published listing requirements of the Nasdaq Global Market.

Except as disclosed in this proxy statement (including Annex I attached hereto), none of the Nominees or any of their respective affiliates or associates has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2008 Annual Meeting discussed in this proxy statement or in MMC’s 2008 Annual Meeting proxy statement.

The Nominees are considered to be participants in this proxy solicitation pursuant to SEC rules. Messrs. Clements, Eason, Hearne, Samuels and Trask became participants in this proxy solicitation by reason of being members (Mr. Eason is the Managing Member) of EHL and, in the case of Messrs. Eason, Hearne and Trask, EHL’s request

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that they consent to be named as Nominees. The EHL members, who are founding stockholders of MMC, have known Mr. Miller since the founding of MMC several years ago and have requested that he consent to be named a nominee and to participate in this proxy solicitation. EHL has also requested that Mr. McConville, its Chief Operating Officer, Mr. Aran, its Chief Accounting Officer, and Mr. Valentine, its Chief Development Officer, also serve as Nominees because of their experience in the energy industry.

WE STRONGLY URGE YOU TO VOTE “FOR” THE ELECTION OF OUR NOMINEES BY MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE PAID ENVELOPE PROVIDED TO YOU WITH THIS PROXY STATEMENT. IF YOU HAVE SIGNED THE BLUE PROXY CARD AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE ALL SHARES REPRESENTED BY THE BLUE PROXY CARD “FOR” THE ELECTION OF OUR NOMINEES NAMED ON THE BLUE PROXY CARD.

PROPOSAL NO. 2
AMENDMENT TO BYLAWS TO ESTABLISH AGE LIMITATION FOR DIRECTORS

We are asking stockholders to amend the Bylaws of MMC to establish an age limitation for directors providing that no person shall be eligible to be elected as a director for a term which expires after he or she reaches age 72. The proposed amendment is to amend Section 2.2 of the Bylaws to add the following:

“No person shall be eligible to be elected as a director for a term which expires after he or she reaches age 72.”

In MMC’s proxy statement for the 2008 Annual Meeting, stockholder John J. Tennant, Jr. has proposed an age 75 mandatory retirement policy for outside directors. We agree with a mandatory retirement age for outside directors for the reasons described by Mr. Tennant. We believe, however, that it is preferable to have the fixed retirement age set forth in the Company’s Bylaws and that a person should not be elected as a director for a term expiring after attaining age 72.

While the Bylaws are silent on the ability of stockholders to amend the Bylaws, Section 109 of the Delaware General Corporation Law provides that the conferral of the power to adopt, amend or repeal Bylaws upon the directors or governing body of a corporation, as the case may be, shall not divest the stockholders of such corporation of the power, nor limit their power, to adopt, amend or repeal Bylaws. We therefore do not believe that further action of the MMC Board is required for the effectiveness of Proposal 2 after stockholder approval.

WE STRONGLY URGE YOU TO VOTE “FOR” THE PROPOSAL TO AMEND THE BYLAWS TO ESTABLISH AGE LIMITATION FOR DIRECTORS ON THE ENCLOSED BLUE PROXY CARD.

PROPOSAL NO. 3
REPEAL OF ADDITIONAL BYLAWS OR BYLAW AMENDMENTS

We are asking stockholders to repeal each provision of the Bylaws and any and all amendments to the Bylaws (whether effected by supplement to, deletion from or revision of the Bylaws) adopted since March 7, 2008 and until the conclusion of the Annual Meeting, other than those provisions which were duly adopted by the stockholders of MMC and those provisions which under Delaware law cannot be repealed by the stockholders of MMC.

This Proposal 3 is designed to prevent the current directors of MMC from taking actions to amend the Bylaws to attempt to nullify or delay the ability of stockholders to act under the foregoing Proposals. If Proposal 3 is adopted, it would apply to new Bylaws, or Bylaw amendments, adopted only between March 7, 2008 and the Annual Meeting. Based on publicly available information, the most recent amendment to the Bylaws was adopted on December 19, 2007 and no amendments after that date have been publicly disclosed.

While we are not aware of any Bylaws adopted since March 7, the effect of Proposal 3 would be to repeal any Bylaw adopted by the Board without stockholder approval since March 7 and before the conclusion of the Annual Meeting. Although the intent of the Proposal 3 is to prevent the MMC Board from amending the Bylaws to impede stockholders from voting on the foregoing Proposals, the adoption of Proposal 3 may have unintended consequences. For example, a Bylaw may have been adopted since March 7 and prior to the meeting date which has not

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been disclosed but may be favorable to stockholders. A Bylaw may also have been adopted that would repeal a Bylaw that does not have the effect of impeding our proxy solicitation. The adoption of Proposal 3 would repeal such Bylaw.

While the Bylaws are silent on the ability of stockholders to amend the Bylaws, Section 109 of the Delaware General Corporation Law provides that the conferral of the power to adopt, amend or repeal Bylaws upon the directors or governing body of a corporation, as the case may be, shall not divest the stockholders of such corporation of the power, nor limit their power, to adopt, amend or repeal Bylaws. We therefore do not believe that further action of the MMC Board is required for the effectiveness of Proposal 3 after stockholder approval.

WE STRONGLY URGE YOU TO VOTE “FOR” THE PROPOSAL TO REPEAL ADDITIONAL BYLAWS OR BYLAW AMENDMENTS, AS DESCRIBED ABOVE, ON THE ENCLOSED BLUE PROXY CARD.

OTHER PROPOSALS

Except as discussed herein and as discussed in the 2008 proxy statement of MMC, we are not aware of any other proposals to be brought before the Annual Meeting. However, we intend to bring before the Annual Meeting such business as we determine may be appropriate, including, without limitation, nominating additional persons for directorships, or making other proposals as may be appropriate to address any action of the MMC Board not publicly disclosed prior to the date of this proxy statement. Should other proposals be brought before the annual meeting, we will vote the BLUE proxy cards with respect to such matters in our discretion to the extent permitted.

QUORUM

The holders of a majority of the number of Shares outstanding and entitled to vote at the Annual Meeting must be present in person or represented by proxy in order to constitute a quorum for the transaction of business. Abstentions and broker non-votes will be included for purposes of determining whether a quorum exists. Broker non-votes occur when brokers do not receive voting instructions from their customers on non-routine matters and consequently have no discretion to vote on those matters. If your Shares are held in the name of a brokerage firm, bank nominee or other institution, you should contact the person responsible for your account and give instructions for a voting instruction card to be issued so that your Shares will be represented and voted at the Annual Meeting.

Rule 452 of the New York Stock Exchange permits a broker member to vote on certain routine, uncontested matters without specific instructions from the beneficial owners so long as the broker has transmitted proxy material to the beneficial owner at least 15 days prior to the annual meeting of stockholders. It is our view that, to the extent that we distribute material to the brokers for forwarding on to beneficial owners, the election of directors would become a contested item and therefore the brokers will not issue a “routine” vote on behalf of the beneficial owners that have not instructed the brokers as to how they wish to vote on the election of directors. If a beneficial owner wishes to vote, such owner must provide the broker with specific instruction to vote.

REQUIRED VOTE

According to the most recent proxy statement filed by MMC with the Securities and Exchange Commission, directors are elected (Proposal 1 described above) by a plurality of the votes cast, either in person or by proxy, at the Annual Meeting. That means that the director nominees with the most votes for available board seats will be elected. Only votes FOR count. Brokers do not have discretionary voting power with respect to this election of directors. Accordingly, broker non-votes will have no effect on the outcome of the election of directors.

Proposals 2 and 3 (described above) must be approved by the affirmative vote of a majority of the Shares entitled to vote on the proposal and present in person or represented by proxy at the Annual Meeting. With respect to the matters other than the election of directors, broker non-votes will not be considered to be Shares present, but abstentions will be considered to be Shares present and, therefore, abstentions will have the effect of votes against Proposals 2 and 3.

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RECORD DATE AND VOTING PROCEDURES

According to MMC’s proxy statement, as of March 31, 2008, MMC had issued and outstanding 14,144,347 Shares entitled to be voted at the Annual Meeting. Each Share is entitled to one vote on each matter submitted to a vote of stockholders. The MMC Charter denies cumulative voting rights. Only stockholders of record at the close of business on March 31, 2008 (“Record Date”) will be entitled to vote at the Annual Meeting. If your Shares are registered as of the Record Date directly in your name with MMC’s transfer agent, Continental Stock Transfer & Trust Company, you are considered with respect to those Shares the stockholder of record, and these proxy materials are being sent directly to you. As the stockholder of record, you have the right to submit your voting proxy directly to EHL using the enclosed BLUE proxy card or to vote in person at the Annual Meeting.

If your Shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of Shares held in “street name.” These proxy materials are being forwarded to you by your broker who is considered, with respect to those Shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker to vote your Shares, and your broker or nominee has enclosed a voting instruction card for you to use. If your Shares are held as of the Record Date by a broker or nominee, please return your voting instruction card as early as possible to ensure that your Shares will be voted in accordance with your instructions. You are also invited to attend the Annual Meeting; however, since you are not the stockholder of record, you may not vote these Shares in person at the meeting unless you comply with the procedure described below.

If your Shares are held in the name of a custodian and you want to vote in person at the Annual Meeting, you may specially request a document called a “legal proxy” from the custodian and bring it to the Annual Meeting.

Stockholders of record may appoint proxies to vote their Shares by signing, dating and mailing the BLUE proxy card in the envelope provided. Whether or not you are able to attend the Annual Meeting, you are urged to complete the accompanying BLUE proxy card and return it in the enclosed self-addressed, prepaid envelope. All valid proxies received prior to the meeting will be voted. If you specify a choice with respect to any item by marking the appropriate box on the BLUE proxy card, the Shares will be voted in accordance with that specification. Shares represented by properly executed, but unmarked, BLUE proxy cards will be voted at the Annual Meeting FOR the election of our Nominees to the MMC Board and FOR our other Proposals described herein, and in the discretion of the persons named as proxies on all other matters as may properly come before the Annual Meeting to the extent permitted.

You are being asked to elect the Nominees and to approve the other Proposals described herein. The enclosed BLUE proxy card may only be voted for the Nominees and does not confer voting power with respect to the Company’s nominees. Accordingly, the BLUE proxy card will not provide you with the opportunity to vote for any of the Company’s nominees. You can only vote for the Company’s nominees by signing and returning a proxy card provided by the Company. Stockholders should refer to the Company’s proxy statement for the names, backgrounds, qualifications and other information concerning the Company’s nominees. The participants in this solicitation intend to vote all of their Shares in favor of our Nominees and our other Proposals described herein. If you have any questions or require any assistance in executing your proxy, please contact us as follows:

Energy Holdings Limited LLC

P.O. Box 97

Wilmington, NC 28402

Call Toll-Free: 1-888-353-1113

REVOCATION OF PROXIES

Stockholders of MMC may revoke their proxies at any time prior to the time such proxies are voted by attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute revocation of a proxy) or by delivering a written notice of revocation. The delivery of a subsequently dated proxy which is properly completed will also constitute a revocation of any earlier proxy. The revocation may

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be delivered either to Energy Holdings Limited LLC at P.O. Box 97, Wilmington, NC 28402 or to the Corporate Secretary of MMC at the address provided by MMC in MMC’s Proxy Statement.

Although a revocation is effective if delivered to MMC, we ask that you also mail to us either the original or photostatic copies of all revocations at P.O. Box 97, Wilmington, NC 28402 so that we will be aware of all revocations and can more accurately determine the number of proxies we receive. Additionally, we may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies for the election of the Nominees and approval of our other Proposals described herein.

IF YOU WISH TO VOTE “FOR” THE ELECTION OF OUR NOMINEES TO THE MMC BOARD AND/OR “FOR” OUR OTHER PROPOSALS DESCRIBED IN THIS PROXY STATEMENT, PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED BLUE PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

RIGHTS OF APPRAISAL OR DISSENTERS’ RIGHTS

Stockholders of MMC do not have rights of appraisal or dissenters’ rights with respect to the matters described in this proxy statement.

SOLICITATION OF PROXIES; EXPENSES

We intend to deliver this proxy statement and a form of proxy to holders of at least the percentage of Shares required under applicable law to elect the Nominees and to approve the Proposals.

In connection with the solicitation of proxies for use at the Annual Meeting, we may solicit proxies in person, by mail, courier services, internet, advertisement, telephone, facsimile and by electronic mail. Proxies will be solicited from individuals, brokers, banks, bank nominees and other institutional holders. We will request banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the Shares they hold of record. We will reimburse these record holders for their reasonable out-of-pocket expenses in so doing. Solicitation of proxies will be made by us and any of the other Nominees, none of whom will receive additional compensation for such solicitation.

We are bearing the entire expense of this proxy solicitation. Costs related to this solicitation of proxies, including expenditures for attorneys, accountants, printing, transportation, postage and related expenses incidental to this solicitation, are currently anticipated to be approximately $450,000. We estimate that, through the date hereof, our expenses in connection with this solicitation are approximately $200,000.

OTHER NOMINEE AND PARTICIPANT INFORMATION

In addition to EHL, each of the Nominees and each of the members of EHL are deemed to be “participants” in this proxy solicitation as such term is defined under Regulation 14A of the Exchange Act. The members of EHL are Messrs. G. William Eason, Joseph Hearne and Raiford Trask, Jr., who are Nominees, and Messrs. Robert Clements and Robert Samuels. The names and business addresses of, and the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which employment is carried out by, each of the Nominees is set forth above under “PROPOSAL NO. 1–ELECTION OF DIRECTORS–The Nominees.” Mr. Samuels is President and Chief Executive Officer of the following companies: Provident Jewelry Palm Beach, Provident Jewelry Naples and Provident Jewelry Jupiter. Mr. Samuels’s business address is 8230 Steeplechase Drive, Palm Beach Gardens, FL 33418. Mr. Clements is a general contractor. Mr. Clements’ business address is PO Box 15341, Wilmington, NC 28408.

On February 7, 2008, MMC and Mr. Miller entered into a Separation Agreement with respect to the termination of his services for MMC. Under the Separation Agreement, MMC paid Mr. Miller severance pay in the aggregate amount of $1,121,762 (gross), and is obligated to pay the cost of Mr. Miller’s COBRA continuation coverage in MMC’s medical plan for eighteen (18) months. Such amounts are in lieu of and in full satisfaction of any amounts that might otherwise be payable to Mr. Miller under any contract, plan or policy including but not

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limited to his employment agreement dated May 15, 2006 (the “Employment Agreement”). In consideration of the above payments, MMC and Mr. Miller agreed, among other things, that Mr. Miller would (i) release MMC from any and all claims and liability of whatever kind arising prior to February 7, 2008, including but not limited to certain claims relating to the Employment Agreement; (ii) transfer certain intellectual property rights acquired, created or maintained in connection with Mr. Miller’s employment by or association with MMC; and (iii) abide by certain non-competition, non-disparagement and non-solicitation provisions set forth in the Employment Agreement. Under the Separation Agreement, MMC also agreed to release Mr. Miller from any and all claims and liability of whatever kind arising prior to February 7, 2008, with certain exceptions, and abide by a non-disparagement agreement with respect to Mr. Miller. Also pursuant to the Separation Agreement, Mr. Miller was required to resign from the Board of Directors of MMC effective as of February 15, 2008.

During 2007, Mr. Miller earned salary from MMC in capacities as its Chairman, Chief Executive Officer and President of $341,196 and a bonus of $120,000. Mr. Miller’s compensation for 2006 is reported in MMC’s proxy materials related to the 2008 Annual Meeting and such compensation disclosure is incorporated by reference herein.

Mr. Hearne is the father-in-law of Karl W. Miller.

Except as indicated in this Proxy Statement, none of the Nominees has carried on an occupation or employment, during the past five years, with MMC or any corporation or organization which is or was a parent, subsidiary or other affiliate of MMC, and none of the Nominees has ever served on the Board of Directors of MMC. No Nominee is involved in any pending legal proceeding with respect to MMC.

Except as set forth in this Proxy Statement (including Annex I hereto),

(i) during the past ten years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(ii) no participant in this solicitation directly or indirectly beneficially owns any securities of MMC.

(iii) no participant in this solicitation owns any securities of MMC which are owned of record but not beneficially.

(iv) no part of the purchase price or market value of the securities of MMC purchased or sold within the past two years by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.

(v) no participant in this solicitation is, or within the past year was, a party to any contract, arrangement or understanding with any person with respect to any securities of MMC, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies, provided that participants in this solicitation who were the record owner of Shares provided proxies for the voting of their Shares at the October 17, 2007 Annual Meeting of Stockholders of MMC.

(vi) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of MMC.

(vii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of MMC.

(viii) no participant in this solicitation or any of his associates or immediate family members had a direct or indirect material interest in any transaction, or series of similar transactions, since the beginning of MMC’s last fiscal year, or has a direct or indirect material interest in any currently proposed transaction, or series of similar transactions, to which MMC or any of its subsidiaries was or is to be a participant, in which the amount involved exceeds $120,000.

(ix) no participant in this solicitation or any of his associates has any arrangement or understanding with any person with respect to any future employment by MMC or its affiliates, or with respect to any future transactions to which MMC or any of its affiliates will or may be a party.

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(x) no person, including any member of EHL, who is a party to an arrangement or understanding pursuant to which the Nominees are proposed to be elected, has a substantial interest, direct or indirect, by security holdings or otherwise in any matter to be acted on at the Annual Meeting.

(xi) no participant in this solicitation or any of his associates is party to any material proceedings adverse to MMC or any of its subsidiaries or has a material interest adverse to MMC or any of its subsidiaries.

(xii) no participant in this solicitation has held positions or offices with MMC and there is no arrangement or understanding between any participant in this solicitation and any other person(s) pursuant to which such participant in this solicitation was or is to be selected as a director or participant in this solicitation.

(xiii) there is no family relationship between any participant in this solicitation and any current director or executive officer of MMC.

(xiv) no participant in this solicitation was involved during the past five years in any of the legal proceedings of the type set forth in Item 401 (f) of Regulation S-K of the SEC Rules.

(xv) no participant in this solicitation failed to file on a timely basis reports required by section 16(a) of the Securities and Exchange Act with respect to MMC.

(xvi) no compensation was awarded to, earned by, or paid to any participant in this solicitation during MMC’s last completed fiscal year that would have had to be disclosed under Item 402 of Regulation S-K of the SEC Rules if such participant in this solicitation had been nominated, or intended to be nominated, by the Board of Directors of MMC.

Annex I attached hereto sets forth, as to each participant in this solicitation, all purchases and sales of securities of MMC effected during the past two years and their beneficial ownership of Shares of MMC.

ADDITIONAL INFORMATION

This proxy statement omits certain disclosure required by applicable law to be included in MMC’s proxy statement. This disclosure includes, among other things, the securities of MMC held by MMC’s directors, director nominees, management and 5% stockholders, biographical information on MMC’s current directors and executive officers, information concerning executive and director compensation, and certain other information regarding the 2008 Annual Meeting. Stockholders should refer to MMC’s proxy statement in order to review this disclosure. MMC’s proxy statement also contains information relating to the deadline for submitting stockholder proposals for inclusion in MMC’s proxy statement for MMC’s 2009 Annual Meeting and the deadline for stockholders to propose business for consideration at the 2009 Annual Meeting. Accordingly, reference is made to MMC’s proxy statement for such information.

Except as otherwise noted herein, the information concerning MMC has been taken from or is based upon documents and records on file with the SEC and other publicly available information. Accordingly, we do not take any responsibility for the accuracy or completeness of statements and other information taken from MMC’s proxy statement or other public documents, or for any failure by MMC to disclose any events that may affect the significance or accuracy of such information.

WE URGE YOU TO SIGN, DATE AND RETURN THE BLUE PROXY CARD IN FAVOR OF THE ELECTION OF OUR NOMINEES AND OUR OTHER PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.

Dated: April   , 2008

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IMPORTANT

Please review this document and the enclosed materials carefully. YOUR VOTE IS VERY IMPORTANT, no matter how many or how few Shares you own.

1.	If your Shares are registered in your own name, please mark, sign, date and return the enclosed BLUE proxy card to EHL in the postage-paid envelope provided today.
2.	If you have previously signed and returned a White proxy card to MMC, you have every right to change your vote to a vote FOR the election of our Nominees. You may revoke any White proxy card already sent to MMC by marking, signing, dating and returning the enclosed BLUE proxy card in the postage-paid envelope provided. Any proxy may be revoked at any time prior to the 2008 Annual Meeting by delivering a written notice of revocation or a later dated proxy for the 2008 Annual Meeting to us or by voting in person at the 2008 Annual Meeting. ONLY YOUR LATEST DATED PROXY FOR THE ANNUAL MEETING WILL BE COUNTED AT THE ANNUAL MEETING.
3.	If your Shares are held in the name of a brokerage firm, bank nominee or other institution, only it can sign a BLUE proxy card with respect to your Shares and only after receiving your specific instructions. Accordingly, please vote your Shares according to the enclosed voting instruction form or contact the person responsible for your account and instruct that person to execute the BLUE proxy card representing your Shares. We urge you to confirm in writing your instructions to Energy Holdings Limited LLC at the address provided below so that we will be aware of your instructions and can take steps to ensure that your instructions are followed.
4.	After signing the enclosed BLUE proxy card, we urge you not to sign or return the White proxy card, even as a sign of protest.

If you have any questions, require assistance in executing your BLUE proxy card,
or need additional copies of these proxy materials, please contact us as follows:

Energy Holdings Limited LLC

P.O. Box 97

Wilmington, NC 28402

Call Toll-Free: 1-888-353-1113

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ANNEX I

SECURITY OWNERSHIP OF NOMINEES, EHL AND MESSRS. CLEMENTS AND SAMUELS

		Number of Share
Nominee	Title of Class	Beneficially Owned		Percent of Class*
EHL	Common Stock		539,386		4.0
Ketheesch Aran	Common Stock		0		—
G. William Eason**	Common Stock		567,447		4.0
Robert Clements	Common Stock		0		—
Joseph C. Hearne	Common Stock		0		—
Kevin McConville	Common Stock		0		—
Karl W. Miller	Common Stock		714,828		5.0
Robert Samuels	Common Stock		0		—
Raiford Trask, Jr.	Common Stock		0		—
Tony A. Valentine	Common Stock		0		—

*

These percentages have been calculated based on the 14,144,347 Shares stated to be outstanding as of March 31, 2008 according to the 2008 Annual Meeting proxy statement of MMC.

**

Mr. Eason owns directly 8,061 Shares. These Shares were acquired with personal funds. Mr. Eason has sole power with respect to the voting and disposition of these Shares. Mr. Eason also beneficially owns 559,386 Shares which represent the aggregate number of Shares beneficially owned by Energy Holdings Limited LLC (“EHL”). Pursuant to the EHL LLC Agreement, Mr. Eason, as the managing member of EHL, has sole voting power with respect to all of the Shares held by EHL. Mr. Eason expressly disclaims any beneficial ownership of such Shares.

BENEFICIAL OWNERSHIP

The Nominees, EHL and Messrs. Clements and Samuels are deemed to beneficially own (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), in the aggregate, 1,278,775 Shares, representing approximately 9% of the issued and outstanding Shares, based upon the amount of Shares reported to be issued and outstanding in the 2008 proxy statement of MMC.

Pursuant to the Amended and Restated Limited Liability Company Agreement of EHL, dated as of April 3, 2008 (the “EHL LLC Agreement”), by and among the Company, William Eason, Joseph C. Hearne, Raiford G. Trask, Jr., Trustee under the Raiford G. Trask, Jr. Revocable Trust Agreement dated May 23, 2006, Robert Clements and Robert Samuels (the “Members”), each of the Members (of whom three, Messrs. Eason, Hearne and Trask, are Nominees) have contributed shares of common stock of MMC to the capital of EHL in exchange for membership interests in EHL. Although the members of EHL have sent their MMC Shares to MMC’s transfer agent for recordation of transfer, EHL still has not yet received from MMC its MMC Shares registered in its name.

Mr. Aran does not currently own Shares.

Mr. Clements does not currently own Shares.

Mr. Eason owns directly 8,061 Shares. These Shares were acquired with personal funds. Mr. Eason has sole power with respect to the voting and disposition of these Shares. Mr. Eason also beneficially owns 559,386 Shares which represent the aggregate number of Shares beneficially owned by EHL. Pursuant to the EHL LLC Agreement, Mr. Eason, as the managing member of EHL, has sole voting power with respect to all of the Shares held by EHL. Mr. Eason expressly disclaims any beneficial ownership of such Shares.

Mr. Hearne does not currently own Shares.

Mr. McConville does not currently own Shares.

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Mr. Miller owns directly 714,828 Shares. These Shares were acquired with personal funds. Mr. Miller has sole power with respect to the voting and disposition of the Shares beneficially owned by him.

Mr. Samuels does not currently own Shares.

Mr. Trask does not currently own Shares.

Mr. Valentine does not currently own Shares.

Purchase and Sales of Securities of MMC

All purchases and sales of securities of MMC effected during the past two years, the dates on which they were purchased or sold and the amount purchased or sold on each such date by the Nominees and EHL are listed below.

Ketheesch Aran — None.

Robert Clements — Mr. Clements contributed 77,994 Shares to EHL in connection with the formation of EHL in March 7, 2008.

G. William Eason — Mr. Eason contributed 160,235 Shares to EHL in connection with the formation of EHL on March 7, 2008. Mr. Eason remains the record owner of 8,061 Shares. As the Managing Member of EHL, Mr. Eason beneficially owns 559,386 Shares held by EHL because he has sole voting power with respect to those Shares.

Joseph C. Hearne — Mr. Hearne contributed 156,734 Shares to EHL in connection with the formation of EHL on March 7, 2008.

Kevin McConville — None.

Karl W. Miller — The table below sets forth all purchases and sales of securities of MMC effected during the past two years, the dates on which they were purchased or sold and the amount purchased or sold on each such date by Karl W. Miller. As of the close of business on April 17, 2008, Mr. Miller beneficially owned 714,828 shares of common stock of MMC.

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Date of Transaction	Shares Purchased
8/16/2007		12,000
8/17/2007		3,000
8/20/2007		5,000
8/21/2007		100
8/23/2007		4,880
8/24/2007		10,000
8/30/2007		25,700
11/16/2007		11,000
11/19/2007		4,00
11/27/2007		32,753
2/29/2008		200
3/03/2008		1,200
3/04/2008		119
3/05/2008		500
3/05/2008		310
3/06/2008		1,500
3/10/2008		900
3/11/2008		2,400
3/11/2008		2,500
3/11/2008		400
3/12/2008		3,500
3/13/2008		500
3/14/2008		36,000
3/14/2008		7,042
4/14/2008		10,000
4/17/2008		3,500

Robert Samuels — Mr. Samuels contributed 14,750 Shares to EHL in connection with the formation of EHL on March 7, 2008,

Raiford G. Trask, Jr., Trustee under the Raiford G. Trask, Jr. Revocable Trust Agreement dated May 23, 2006 — Mr. Trask contributed 156,734 Shares to EHL in connection with the formation of EHL on March 7, 2008.

Tony Valentine — None.

EHL — Pursuant to the EHL LLC Agreement, each of the Members of EHL have contributed shares of common stock of MMC to the capital of EHL in exchange for membership interests in EHL.

The interests that the founding stockholders of MMC, including Mr. Miller, held in MMC Energy North America LLC were converted into Shares on May 15, 2006.

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PRELIMINARY COPY

MMC ENERGY, INC.
2008 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF ENERGY HOLDINGS LIMITED LLC,
KETHEESCH ARAN, ROBERT CLEMENTS, G. WILLIAM EASON,
JOSEPH C. HEARNE, KEVIN McCONVILLE, KARL W. MILLER,
ROBERT SAMUELS, RAIFORD TRASK, JR. AND TONY VALENTINE
(THE “PARTICIPANTS”)

PROXY

The undersigned appoints and constitutes G. William Eason and Kevin McConville and each of them as attorneys, agents and proxies, with full power of substitution, to represent the undersigned and vote all Shares of common stock of MMC Energy, Inc. (“MMC” or the “Company”) which the undersigned would be entitled to vote if personally present at the 2008 Annual Meeting of Stockholders of the Company scheduled to be held on May 28, 2008, at 9:00 a.m., local time, at Le Meridien Hotel, 333 Battery Street, San Francisco, California, and including at any adjournments, postponements, reschedulings or continuations thereof and at any meeting called in lieu thereof (the “Annual Meeting”). THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE STOCKHOLDER, FOR the election of nominees, Kevin McConville, Ketheesch Aran, Tony Valentine, Karl W. Miller, G. William Eason, Joseph Hearne, and Raiford Trask, Jr., FOR Proposals 2 and 3 referred to on the reverse side and described in the Proxy Statement, and on any other business which shall properly come before the meeting that is unknown to the Participants a reasonable time before the solicitation, with all powers the stockholder would possess if personally present.

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys, agents and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of Messrs. Eason and McConville, or any of their substitutes, with respect to any other matters as may properly come before the Annual Meeting that are unknown to the Participants a reasonable time before this solicitation. This Proxy will be valid until the completion of the Annual Meeting.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3.

THE PARTICIPANTS STRONGLY RECOMMEND THAT STOCKHOLDERS VOTE “FOR”
PROPOSALS 1, 2 AND 3.

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

þ  Please mark vote as in this example

Proposal 1—To elect Kevin McConville, Ketheesch Aran, Tony Valentine, Karl W. Miller, G. William Eason, Joseph Hearne, and Raiford Trask, Jr. to serve as directors of MMC until the 2009 Annual Meeting of Stockholders or until their successors are elected and shall qualify.

FOR ALL NOMINEE(S)	WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES	FOR ALL EXCEPT NOMINEES(S) WRITTEN BELOW
o	o	o

INSTRUCTION: To withhold authority to vote for any individual nominee, mark the “FOR ALL EXCEPT” box above and write the name(s) of the nominee(s) you do not support on the line below. Your shares will be voted for the remaining nominee(s).

Proposal 2—To amend the MMC Bylaws to establish an age limitation for directors providing that no person shall be eligible to be elected as a director for a term which expires after he or she reaches age 72.

o FOR          o AGAINST          o ABSTAIN

Proposal 3—To repeal each provision of MMC’s Bylaws and all amendments thereto adopted since March 7, 2008 and until the conclusion of the Annual Meeting, other than provisions adopted by stockholders and provisions which under Delaware law cannot be repealed by stockholders.

o FOR          o AGAINST          o ABSTAIN

Dated: ­ ­

(Signature)

(Signature, if held jointly)

(Title)

NOTE: This proxy should be signed as the name appears hereon. If shares of common stock of MMC are held jointly, each joint owner should sign. If signing as attorney, executor, administrator, trustee, guardian, or in some other representative capacity, or as an officer of a corporation, please indicate full title and the capacity in which signing. Please complete, date and return it in the enclosed envelope, which requires no postage if mailed in the United States.

CORRESP

April 29, 2008

H. Christopher Owings
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: MMC Energy, Inc. (“MMC”) Preliminary Proxy Statement on
Schedule 14A
filed April 16, 2008 (File No. 1-33564)

Dear Mr. Owings:

     On behalf of our client, Energy Holdings Limited LLC (“EHL”), we are responding to the comment letter of the Staff of the Division of Corporation Finance (the “Staff”) dated April 25, 2008 to EHL c/o Karl Miller. The comments are repeated below and followed by EHL’s response.

     We appreciate your comprehensive review to assist with disclosure requirements and enhance the overall disclosure to investors. Please call the undersigned at the phone number at the end of this letter with respect to any questions regarding our response.

     Your letter is directed to Energy Holdings Limited LLC c/o Karl Miller. While Mr. Miller is a nominee of EHL to be elected to the MMC board and a participant in the proxy solicitation together with EHL, Mr. Miller is not a member, officer, employee or consultant of EHL. Please direct future correspondence to Energy Holdings Limited LLC, c/o G. William Eason, Managing Member, 711 Forest Hills Drive, Wilmington, NC 28403.

1. Advise us, with a view toward disclosure, why all of the participants in the solicitation have not been identified on the cover page of the proxy statement as persons filing the Schedule 14A, and tell us why all of the members of Energy Holdings Limited have not been named as participants, with accompanying participant information disclosed pursuant to Item 5 of Schedule 14A.

     EHL, G. William Eason and Karl W. Miller (collectively referred to herein as the “Proponents”) believe it is appropriate not to include all their director nominees (“Nominees”) on the cover page of the proxy statement as persons filing the Schedule 14A. See, for example, the

proxy statements of Sherborne Investors L.P. (related to Nautilus, Inc.) dated November 5, 2007 and Glenn Nussdorf (related to Parlux Fragrances, Inc.) dated January 18, 2007, which are proxy statements in respect of proxy contests and which did not include the director nominees on the cover page of the proxy statement.

     However, as MMC’s annual meeting on May 28, 2008 is fast approaching, the Proponents believe that in order to allow MMC’s stockholders the ability to consider their proposed Nominees, it is imperative to finalize and mail the proxy statement as soon as possible. Therefore, in response to the Staff’s comment, all the participants in the proxy solicitation have been identified on the cover page of the proxy statement.

     Further, while the Proponents believe that those members of EHL who are not Nominees are not participants in the proxy solicitation as they do not control EHL’s activities, in response to the Staff’s comment, all members of EHL have been named in the proxy statement as participants and accompanying participant information has been disclosed pursuant to Item 5 of Schedule 14A. The additional participants added are Robert Clements and Robert Samuels.

2. Please refrain from making any insupportable statements. Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis, with a view toward disclosure, by submitting a Schedule 14A that has been annotated with support for each of the assertions made. We cite the following examples of statements or assertions in the proxy statement that must be supported on a supplemental basis:

• “EHL was formed to address the substantial deterioration in MMC’s stockholder value, [and] the continued lack of liquidity of MMC’s shares...” page 1

• “...our Nominees will not grant any further ‘change of control’ benefits... without obtaining stockholder approval,” which implies that stockholder approval is necessary, page 1

• Your belief that MMC currently has “engagements with duplicative legal and consulting firms,” page 2

• The characterization of the board fees currently being paid to MMC directors as “large,” page 2

2

• Your assertion that “credibility and confidence of stockholders” needs to be “reestablished,” page 3

• Your statement that MMC is in “a market segment that is burgeoning with opportunity,” page 3

• “Our Nominees are committed to undertaking whatever is necessary to reestablish MMC as a viable company with great growth potential” and “MMC can be a great company again...,” which imply that the company isn’t currently a viable company with great growth potential, page 3

• Your statement that energy demand in California is growing “in excess of 3% per annum, which is substantial in the utility industry,” page 6

• Your belief that the acquisition of Chula Vista and Escondido “for approximately 1.3X EBITDA” was the lowest comparable acquisition in California at that time, page 8

• Your statement that “Since EHL and other stockholders filed a Schedule 13D, the critical situation at MMC has become worse...” page 10

• MMC’s Board chose to ignore this request [to move the annual meeting of stockholders],” page 10

These examples do not represent an exhaustive list of the statements that need to be amended and/or supported. In addition, to facilitate our review, provide an annotated copy of the proxy statement, identifying the specific support for each such statement or group of related statements. Where the bases are other documents, such as prior proxy statements, Forms 10-K and 10-Q, annual reports, analysts’ reports and newspaper articles, provide either complete copies of the documents or sufficient pages of information so that we can assess the context of the information upon which you rely, Mark the supporting documents provided to identify the specific information relied upon, such as quoted statements, financial statement line items, press releases, and mathematical computations, and identify the sources of all data utilized.

     The Proponents believe each of the statements included in their preliminary proxy statement filed on April 16, 2008 are supportable. The Proponents believe that support for many opinions or beliefs expressed therein are self evident. Support for other statements come from the Proponent’s knowledge of the energy industry, industry and general news publications and conversations (many of which were confidential) between certain Proponents and energy industry participants, financial analysts and other stockholders of MMC.

3

     While we provide below supplemental support for many of these statements, as noted above, the Proponents believe that in order to allow MMC’s stockholders the ability to consider their proposed Nominees, it is imperative to finalize and mail the proxy statement as soon as possible. Therefore, the proxy statement has been revised to delete substantially all of the statements cited as examples in the Staff’s comment and other statements that arguably could be considered of a similar nature. Therefore, it did not seem useful to provide an annotated proxy statement showing support for this deleted information.

     The Proponents supplementally advise the Staff that support for the following statements is as follows:

• “EHL was formed to address the substantial deterioration in MMC’s stockholder value, [and] the continued lack of liquidity of MMC’s shares...” page 1

     EHL was formed as a limited liability company by the filing of a certificate of formation pursuant to the Delaware Limited Liability Company Act on March 4, 2008. Its sole members since formation have been Messrs. Eason, Hearne, Trask, Clements and Samuels. All of the members of EHL were founding stockholders of MMC. Mr. Eason is the Managing Member of EHL and the officers of EHL are Messrs. Aran, McConville and Valentine, who are all current or former energy industry executives. The members of EHL founded EHL to seek to make investments in the energy industry and to address the substantial deterioration in MMC’s stockholder value and the continued low levels of liquidity of MMC stock and to replace EHL’s incumbent board.

     As the attached supplementally provided chart derived from the Yahoo Finance website illustrates, the closing sale price of MMC common stock was $3.20 or less at all times from and after February 6, 2008 (the closing stock price was as high as $4.81 on October 5, 8 and 9 of 2007). In addition, the trading volumes of MMC common stock had continued to be quite low, thereby adversely affecting the stock’s liquidity. In fact, on only one date in February, 2008 did the trading volume exceed 10,800 shares. Accordingly, the purpose for EHL’s formation was not deleted from the proxy statement.

• “... our Nominees will not grant any further ‘change of control’ benefits... without obtaining stockholder approval,” which implies that stockholder approval is necessary, page 1

4

     This statement was deleted from the proxy statement. Nevertheless, the Proponents believe that, although generally not required by law, as a matter of good corporate governance, stockholder approval should be sought to provide these types of benefits.

• Your belief that MMC currently has “engagements with duplicative legal and consulting firms,” page 2

     This statement has been deleted from the proxy statement. Nevertheless, the Proponents believe that MMC has multiple legal counsel. The reference to duplicative consulting firms was intended to reflect the Proponents’ opinion that they disagree with MMC’s decision to engage Merriman, Curhan, Ford & Co. to assist in determining strategic alternatives.

• The characterization of the board fees currently being paid to MMC directors as “large,” page 2

     The word “large” has been deleted from the proxy statement. Nevertheless, the Proponents believe that it is self evident that MMC’s current director fees of $20,000 annually, with an additional $500 being paid for each board and committee meeting attended in person, an additional $10,000 being paid to the Audit Committee and Finance Committee Chairs and an additional $6,000 being paid to the other Committee Chairs and the Lead Independent Director are large, especially for a microcap company. This information on MMC’s director compensation is derived from MMC’s 2008 proxy statement.

• Your assertion that “credibility and confidence of stockholders” needs to be “reestablished,” page 3

     This statement has been deleted from the proxy statement. Nevertheless, the Proponents believe it is self evident that the credibility and confidence of stockholders in any corporation will be adversely affected when the corporation’s stock price trades at depressed levels for an extended period. See the chart provided supplementally derived from the Yahoo Finance website illustrating the closing prices of MMC’s common stock.

     The Proponents also note:

5

•	Proposal No. 4 contained in MMC’s 2008 proxy statement, a stockholder proposal to engage the services of an experienced broker to market and sell MMC. The supporting statement of the stockholder in that proposal reads as follows:
	“On March 20, 2008, MMC’s common stock price closed at an all-time low of $1.97 per share. On that date, the market capitalization of MMC Energy, Inc. (“MMC”) was $27.4 million, which is $23.7 million below the book value of $51.1 million or $3.67 per share. MMC’s common stock is selling at a 46.4% discount to book value.
	The shareholders that participated in MMC’s merger in May 2006 have suffered an 80.3% decline in value and the shareholders that participated in the July 2007 public offering have suffered a 64.2% decline in value.
	The drastic decline in value of MMC’s common stock price is a clear indication that the market has little confidence in MMC’s management and its ability to execute a profitable business strategy. The sale of MMC should result in net proceeds in excess of $6.00 per share, which is 3 times greater than the current market value of $1.97 per share.
	The firm of Merriman, Curhan, Ford & Co., recently employed by MMC, does not have sufficient experience in effecting comparable sales transactions within the independent power industry. Accordingly, a more qualified business broker should be employed.”
•	Proposal No. 5 contained in MMC’s 2008 proxy statement, a stockholder proposal to authorize a common stock repurchase program. The supporting statement for that proposal reads in part as follows:
	“On March 20, 2008, MMC’s common stock price closed at an all-time low of $1.97 per share. On that date, the market capitalization of MMC Energy, Inc. (“MMC”) was $27.4 million, which is $23.7 million below the book value of $51.1 million or $3.67 per share. MMC’s common stock is selling at a 46.4% discount to book value.
	The shareholders that participated in MMC’s merger in May 2006 have suffered an 80.3% decline in value and the shareholders that participated in the July 2007 public offering have suffered a 64.2% decline in value.
	On March 20, 2008, MMC’s stock price declined by 9% from $2.23 to $2.03 per share. This is an enormous decline in value considering only 6,019 shares were traded at a total cost of only $12,219. The low stock price and continued decline in the stock price

6

could have been avoided if there was a stock repurchase plan in effect. It should also be noted that the total volume of shares traded from January 1, 2008 to March 20, 2008 was only 426,300 shares. This low trading volume clearly indicates that the cash required to effect a stock repurchase program is not great. If MMC repurchased 426,300 shares at $5.50 per share (the IPO price) it would have cost less than $2.4 million.”

• Your statement that MMC is in “a market segment that is burgeoning with opportunity,” page 3

     The Proponents believe it is common industry knowledge that the electric generation market segment has been extremely active. Also, please see the matrix of energy project finance deals that is published by Power Finance & Risk, which can be found on its website (www.iipower.com), which is supplementally provided.

     Nevertheless, this statement has been deleted from the proxy statement.

• “Our Nominees are committed to undertaking whatever is necessary to reestablish MMC as a viable company with great growth potential” and “MMC can be a great company again...,” which imply that the company isn’t currently a viable company with great growth potential, page 3

     Such statement was made based on the depressed trading prices and trading volumes of MMC’s common stock. Further, MMC has engaged Merriman, Curhan, Ford & Co. to assist it in determining strategic alternatives. Nevertheless, this statement has been deleted from the proxy statement.

• Your statement that energy demand in California is growing “in excess of 3% per annum, which is substantial in the utility industry,” page 6

     This statement, together with substantially all discussion of the energy industry generally, has been deleted from the proxy statement.

7

• Your belief that the acquisition of Chula Vista and Escondido “for approximately 1.3X EBITDA” was the lowest comparable acquisition in California at that time, page 8

     Such statement was made based on the Proponents’ belief. Nevertheless, such statement, together with the entire section entitled “Understanding the Background of MMC Energy”, has been deleted.

• Your statement that “Since EHL and other stockholders filed a Schedule 13D, the critical situation at MMC has become worse...” page 10

     Such statement was made based on the continued decrease in MMC’s stock price since March 7, 2008 (the date of the event triggering the Schedule 13D filing). According to the chart derived from the Yahoo Finance website supplementally provided, MMC’s closing stock price on March 7, 2008 was $2.86. On April 16, 2008 (the date of the filing of the preliminary proxy preliminary statement, MMC’s closing stock price was $2.55, after closing as low as $1.86 on March 25, 2008.

     Nevertheless, this statement was deleted from the proxy statement.

• MMC’s Board chose to ignore this request [to move the annual meeting of stockholders],” page 10

     On March 14, 2008, EHL received a letter from the Chairman of the Nominating and Governance Committee of MMC notifying EHL that MMC would not accede to EHL’s proposal to move MMC’s 2008 annual stockholders meeting to April 2008. A copy of such letter is supplementally provided. Nevertheless, in response to the Staff’s comment, the statement in the proxy statement has been revised to read:

“EHL also requested that the MMC board move its annual meeting of stockholders to April 2008 so that stockholders could vote on a new slate of directors to lead MMC forward. MMC advised EHL that it would not do so.”

3. Please disclose support for your belief that the seven nominees on your slate include “energy industry executives with proven track records and individuals with entrepreneurial talent who understand the dynamics and challenges of managing a micro cap growth company...”

8

     The energy industry executives included among the Nominees are Messrs. Aran, McConville, Miller and Valentine.

     As noted in their biographies included in the proxy statement:

     •   Mr. Aran is the owner of a small independent power plant developer. He also served in responsible positions with North American Power Group and El Paso Merchant Energy. In addition, he served as VP and Group Head, Project Finance, at Chrysler Corporation, where he was in charge of equity investments in independent power projects.

     •   Mr. McConville is a co-founder and Managing Partner of the company that became MMC. He also served in responsible roles at energy companies, including Enron Capital and Trade, Williams Trading and Panhandle Eastern Corporation.

     •   Mr. Miller was the former Chairman and Chief Executive Officer and a former director of MMC and a founding stockholder and Managing Partner of the company that became MMC. Prior to that time he held various executive operational and financial positions in the energy industry.

     •   Mr. Valentine was a principal in Odysseus Energy LLC where he focused on acquiring undervalued power generation assets. He also held responsible positions at Enron Capital and GE Capital, where he coordinated the provision of financing services for the construction of power plants.

     The Proponents believe that the experiences of these Nominees fully support this statement. Nevertheless, this statement has been deleted from the letter to stockholders.

4. On page two and throughout the proxy statement, you refer to “EHL and other stockholders...” Please clarify to whom this refers. Please disclose if it refers to anyone other than EHL, Mr. Eason and Mr. Miller.

     This statement refers to EHL Mr. Eason and other stockholders of MMC with whom Mr. Miller had private confidential conversations.

     Nevertheless, the statement has been revised to read: “EHL and Mr. Eason have prevailed upon Mr. Miller to return to MMC.”

9

5. Please disclose the circumstances surrounding Mr. Miller’s departure from the company and how and when “EHL and other stockholders have prevailed upon” him to return.

     We have added disclosure in the Letter to Stockholders regarding the circumstances surrounding Mr. Miller’s departure from MMC and how and when EHL, Mr. Eason and other members of EHL have prevailed upon him to return.

6. We note your statement in the third full paragraph on page two regarding EHL’s commitment to grow the company and achieve greater profitability. Please disclose clearly that there can be no assurances that your slate of directors will be successful in achieving these objectives.

     In response to the Staff’s comment, the following language was added to the Letter to Stockholders:

“Our Nominees desire to provide the leadership necessary to execute a business plan to grow MMC for the benefit of all stockholders; however, no assurances can be given that they will be successful in achieving these objectives.”

7. We note your disclosure in the last bullet point on page two that your nominees will not receive fees for their services as directors. Please disclose whether the directors’ agreement to not receive fees is indefinite or for a limited time. In addition, please disclose whether the board members will receive other forms of compensation such as awards of options or restricted stock.

     The disclosure has been revised as follows to reflect that director fees or other cash or equity compensation will not be paid to the Nominees for board service or meetings for at least three years:

“Our Nominees have committed not to collect fees or other cash or equity compensation for MMC board service or meetings for at least three years.”

8. Please refer to the last sentence on page two that EHL “seeks no remuneration” for the contribution of its pipeline to MMC and the disclosure on page four that EHL intends to transfer all of its projects to MMC. Please disclose how such a transaction would

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be structured, and please clarify whether any consideration would be paid to EHL and in what form. Please also clearly state here, and elsewhere where you refer to these asset acquisitions, that you will make such a transfer to MMC only if you acquire any assets but that is no assurance that any such acquisitions will take place, particularly before the annual meeting takes place so that it’s clear to shareholders that they may not be able to assess this proposition as part of their consideration of voting for your slate. We may have additional comments.

     In response to the Staff’s comment, the disclosure in the letter to stockholders and in the proxy statement has been revised to read as follows:

     “If our Nominees are elected, EHL intends to assign all of its interests in projects to MMC without cost to MMC. EHL’s assets in respect of projects at the date of the Annual Meeting will likely not consist of anything other than interests in respect of letters of intent; but no assurances can be given that EHL will have any assets in respect of projects as of the Annual Meeting.”

9. Please provide support for your statement that earnings per share of $0.05 per share following an IPO “is very rare and a testament to his leadership” on page three. In addition, please disclose and quantify the losses per share that the company experienced for the year ended December 31, 2007 as Mr. Miller served as an officer for more than 11 months of the year.

     This statement has been deleted from the letter to stockholders. The Proponents supplementally advise the Staff that this statement was made based on the belief of the Proponents.

10. Please specifically state here that you are not giving stockholders the opportunity to vote on matters 2-5, the ratification of auditors and the approval of shareholder proposals, that have been presented on MMC’s proxy card. Please state that stockholders will be disenfranchised as to their ability to vote on those matters if they choose to vote using your proxy card.

     In response to the Staff’s comment, the following disclosure has been added:

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“If you vote your Blue proxy card, you will not have the opportunity to vote on Proposal No. 2 (Ratification of Independent Auditors), Proposal No. 3 (Stockholder Proposal to Adopt a Policy which Provides for a Mandatory Retirement Age of 75 for Outside Directors), Proposal No. 4 (Stockholder Proposal to Engage the Services of an Experienced Broker to Market and Sell MMC Energy, Inc.) or Proposal No. 5 (Stockholder Rights to Authorize a Common Stock Repurchase Program) that are described in the 2008 Proxy Statement of MMC and are presented on MMC management’s white proxy card. Stockholders who choose to vote the Blue proxy card will be disenfranchised as to their ability to vote on those matters.”

11. With respect to the transactions disclosed in the table on page four, please disclose how EHL intends to fund each transaction. We note the disclosure in the last paragraph on page four that the projects could be funded with MMC equity. Please disclose whether EHL expects to be able to fund these projects if the proxy contest is not successful. Please disclose that there can be no assurances that either debt or equity funding will be available on acceptable terms, if at all. In addition, please explain why you believe, as disclosed in the last paragraph on page five, that significant debt and equity financing opportunities are available in today’s credit and capital markets.

     In response to the Staff’s comment, the disclosure in the second paragraph under the heading “Contribution of EHL Pipeline to MMC” has been revised to read as follows:

“EHL management is in preliminary discussions with several funding sources for the financing of certain of its projects; however such talks are in their early stages and no determination has been made as to how any of EHL’s projects will be funded.”

     Also note that the first full paragraph under the table in that section includes the following disclosure:

“EHL’s involvement in each project is at a relatively early stage. No financing commitments have been received and final due diligence has not been completed with respect to any of these projects. Therefore, no assurances can be made regarding EHL’s ability to complete these projects or their success should they be completed.”

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     The disclosure regarding funding of projects with MMC equity has been deleted. In addition, the disclosure regarding the Proponents’ belief with respect to availability of debt and equity for well structured transactions has been deleted.

12. On page eight, please remove the reference to the “dedicated” uses of funding of the net proceeds from the public offering as it is not consistent with the use of proceeds disclosure in the prospectus for that offering. Please refer to page 19 of the prospectus dated June 28, 2007 where the use of proceeds for Chula Vista and Escondido are described as expectations and estimates. Please also note the disclosure in the fourth full paragraph on page 19 of the prospectus that the company retains discretion over the use of proceeds from the offering. Please revise other references in the proxy statement to the use of proceeds consistent with this comment.

     That reference, together with the entire section entitled “Understanding the Background of MMC Energy”, has been deleted.

     We note, that page 19 of MMC’s prospectus referred to in the Staff’s comment states, “We expect to use approximately $38.0 million of the net proceeds of this offering for energy efficient upgrades of our MMC Chula Vista and MMC Escondido facilities.” The Proponents believe that this disclosure expresses a clear intent describing the contemplated use of an estimated $38 million of the proceeds.

13. We note the disclosure regarding Mr. Miller’s personal guarantee of the debt facility. Please also disclose that the facility was guaranteed by Mr. Gagnon and Mr. Quinn, the company’s former president.

     As noted above, the entire section entitled “Understanding the Background of MMC Energy” has been deleted.

14. Please include in the timeline the date of Mr. Miller’s departure from the company.

     As noted above, the entire section entitled “Understanding the Background of MMC Energy” has been deleted.

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15. Please disclose whether any of the members of MMC’s current board of directors and management also served while the milestones described were achieved.

     The entire section entitled “Milestones Achieved Under Mr. Miller” has been deleted.

16. Because Mr. Miller served as a director of the company until February 2008 and as an officer of the company until December 2007, please revise your document to indicate what prior actions, if any, Mr. Miller took as an officer and a member of the Board to try to change the company’s actions or address some of the concerns raised. For example, it appears that Mr. Miller would have been in a position to influence whether the company made a timely filing to FERC for the reinstatement of the payments by CAISO. In the alternative, please disclose whether you believe that all of the issues raised in the proxy statement occurred only after Mr. Miller’s departure and your basis for that belief.

     As noted above, the entire section entitled “Milestones Achieved Under Mr. Miller” has been deleted.

     Nevertheless, Mr. Miller supplementally advises the Staff that due to his confidentiality obligations contained in his Separation Agreement with MMC, he is unable to state whether, while he was CEO of MMC, he disagreed with the decision not to make a timely FERC filing for the reinstatement of payments by CAISO. Mr. Miller further notes that on December 7, 2007, the last trading day prior to his removal as CEO of MMC, the closing price of MMC stock was $3.63, compared to a closing price of $2.86 on March 7, 2008 and $2.46 on April 24, 2008. We supplementally provide stock price information from the Yahoo Finance website reflecting the closing prices of MMC shares.

17. Please explain what you mean when you say you instructed the company not “to sell any assets without stockholder approval or to redirect cash to unauthorized uses.” Please disclose the basis of your belief that the company was seeking to engage in such activities and why you are characterizing them as “ill advised transactions.”

     The last two sentences in the first paragraph in the section entitled “Chronology of Events Leading Up To Our Decision to Replace the Entire Board Of Directors Of MMC And Initiate This Proxy Solicitation”, which contain these statements, have been deleted.

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     Nevertheless, the Proponents supplementally advise the Staff as follows:

     The reference to not selling assets was derived from (i) MMC’s retention of Merriman, Curhan, Ford & Co. to assist MMC with “strategic alternatives”, which is often followed by the sale of a company or its assets and (ii) confidential conversations with other stockholders of MMC and industry participants, who informed certain of the Proponents of their belief that MMC was contemplating selling its assets. As major stockholders of MMC, the Proponents desired to make known to MMC their views that such action should not occur without stockholder approval.

     The reference to redirecting cash to unauthorized uses is a reference to the language in MMC’s IPO prospectus referred to in comment 12 above with respect to upgrades to its Chula Vista and Escondido facilities. Such reference has been deleted.

     Such actions were referred to as ill-advised because, in the Proponents’ business judgment, that is their view as to such actions.

18. We note your disclosure that the Schedule 13D filed March 7, 2008 disclosed that Mr. Miller beneficially owned 5% of the outstanding shares of common stock of the company and that the company failed to disclose such ownership in its definitive proxy materials as required by SEC rules. Based on our review of the beneficial ownership of 651,328 shares and 50,000 options that Mr. Miller disclosed in Schedule 13Ds as of March 7, 2008 and March 20, 2008 and based on the 14,144,347 shares outstanding as disclosed by MMC in MMCs Schedule 14A, we calculate Mr. Miller’s beneficial ownership to equal 4.94% of the outstanding shares, though we acknowledge that subsequent to the filing of MMC’s Schedule 14A Mr. Miller acquired additional shares that caused him to exceed the 5% threshold. As a result, please advise us as to why you believe Mr. Miller beneficially owned 5% or more of the company’s common stock as of March 20, 2008, which is a date prior to the filing of the company’s definitive proxy materials, or remove the sentence from the proxy statement. In addition, we note that the Schedule 13D/A filed April 17, 2008 reflects Mr. Miller’s purchase of 10,000 shares on April 14, 2008 which is not consistent with the disclosure indicating that Mr. Miller owned such shares as of March 19, 2008 in Annex I of the proxy statement. Please advise or revise.

     On March 17, 2008, a Schedule 13D was filed (relating to an event which occurred on March 7, 2008). Our calculation of Mr. Miller’s beneficial ownership percentage was based on 13,917,347 shares outstanding, as listed in MMC’s Annual Report on Form 10-K filed on March 12, 2008 which was MMC’s latest public filing at that time. MMC’s later filed proxy statement reflects 14,144, 347 shares outstanding.

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We have deleted the reference to MMC’s failure in its proxy statement to describe Mr. Miller as a 5% owner.

     The reference to March 19, 2008 in Annex I to the proxy statement should have instead referred to April 14, 2008. Karl W. Miller purchased 10,000 shares on April 14, 2008 and as of the close of business on that date, he beneficially owned 711,328 shares. In order to reflect Mr. Miller’s additional purchase of 3,500 shares on April 17, 2008, the disclosure has been revised to state: “As of the close of business on April 17, 2008, Mr. Miller beneficially owned 714,828 shares of common stock of MMC.”

19. Please provide support for the statement in the last paragraph on page 10 that “MMC’s optimum strategy should have been clear to those experienced in the energy industry.”

     EHL believes that MMC’s optimum strategy should be to complete the upgrade of the Chula Vista and Escondido projects. To the extent that one of the strategic alternatives to be developed by MMC is the sale of MMC or these projects, EHL believes that stockholders will not be able to receive full value as the construction and permitting of these projects has not been completed. To the extent that a share repurchase is a strategic alternative, EHL believes that the cash used for share repurchases should instead be used for enhancement of MMC’s assets.

     Nevertheless, this statement was deleted from the proxy statement.

20. Please revise your characterization of the earnings teleconference on page 10 to explain whether MMC was required to discuss the topic you mention and refused to take more than one call, as you imply here, and provide the basis for your belief that the move of the current CEO to California was done specifically in response to your criticism.

     We have revised the characterization of the earnings teleconference to delete the reference that MMC accepted only one call. Disclosure has been added to state that EHL’s belief that the announcement of the move of the current CEO to California was in response to EHL’s criticism is because the announcement came promptly after EHL’s March 7 letter to the MMC board referencing the benefits of a relocation to California.

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21. Please provide support for your belief that the share repurchase is “completely inappropriate” and is not “in MMC’s best interests.” Please also provide support for your assertion that the announcement of the repurchase plan “puzzled” analysts, as you indicated in your Definitive Additional Soliciting Materials filed March 31, 2008.

     We have revised the disclosure to state that it is EHL’s belief that the better use of MMC’s cash should be for the completion of its construction projects. In EHL’s March 31 press release, EHL stated that the repurchase plan “puzzled” analysts. Certain analysts had expressed the view to Kevin McConville, COO of EHL, that they did not understand the use of MMC’s cash for a share repurchase program at this time. Those comments were made to Mr. McConville confidentially.

22. Please provide support and a timeframe for the assertion that MMC’s share price has deteriorated 80%. While we note that you attribute this statement to a third party here, you have also made similar statements in your Definitive Additional Soliciting Materials filed April 1, 2008.

     We supplementally provide stock price information from the Yahoo Finance website reflecting the closing prices of MMC shares. Please note that MMC’s closing share price has fallen from $9.75 per share on April 20, 2007, the date of MMC’s ten for one reverse stock split, to $1.86 per share on March 25, 2008, a deterioration of 80.9%.

23. Please state clearly in the fourth full paragraph on page 10 whether you believe that the current proxy contest will trigger payments under the change of control agreements and any other agreements you are aware of.

     A statement has been added that, if the EHL Nominees are elected, a “change in control” would result under the change in control agreements entered into by MMC with its senior managers and that the change in control benefits would become payable in the event of subsequent termination of employment. We are not aware of any other change in control benefits and therefore have not disclosed any.

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24. Please disclose how the nominees came to be participants in this solicitation.

     The section entitled “Key Questions For Our Nominees” has been deleted in the revised preliminary proxy statement. We believe that the Nominees are deemed to be participants pursuant to Instruction 3(a)(ii) of Item 4 of Regulation 14A.

     Under Proposal 1, we have added disclosure that Messrs. Eason, Hearne and Trask became participants in the solicitation by reason of being members (Mr. Eason is the Managing Member) of EHL and their consent to EHL’s request to be named as nominees. EHL has also requested that Mr. McConville, EHL’s Chief Operating Officer, Mr. Aran, EHL’s Chief Financial Officer, and Mr. Valentine, EHL’s Chief Development Officer, also consent to serve as Nominees because of their experience in the energy industry and they are participants as a result of consenting to act as Nominees. Disclosure has also been provided in Proposal 1 and the Letter to Stockholders that the EHL members, who are founding stockholders of MMC and have known Mr. Miller since the founding of MMC, prevailed upon Mr. Miller shortly after his resignation from the MMC board to be EHL’s Nominee and to participate in the proxy solicitation.

25. We note the disclosure on page 12 that if the proxy contest is successful, EHL intends to make Messrs, Miller, McConville and Aran full-time employees of MMC. Please disclose whether any negotiations have occurred with respect to executive compensation arrangements and whether you expect that such individuals will execute employment agreements.

     Disclosure has been inserted under Proposal 1 that there have not yet been any negotiations, offers or determinations made with respect to compensation arrangements for Messrs. Aran, McConville and Miller. Although employment agreements for these individuals may be entered into if the proxy contest is successful, there have been no negotiations, offers or determinations with respect to the terms and conditions of any employment agreements.

26. Please revise your discussion of Mr. McConville’s occupation or employment since 2004. This information is particularly relevant in light of your claim that, inter alia, your alternate slate of directors has “a proven track record.” See Item 401(e) of Regulation S-K.

     Disclosure has been added of Mr. McConville’s occupation since 2004.

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27. Please disclose which of the directors nominated would be independent under the listing standards applicable to the company. See Item 7 of Schedule 14A and Item 407 of Regulation S-K.

     Under Proposal 1, we have added disclosure that Messrs. Eason, Hearne, Trask and Valentine would qualify as independent directors in accordance with published listing requirements of the Nasdaq Global Market which are applicable to MMC.

28. In the second full paragraph on page 16, you reserve the right to substitute nominees in the event that those you have identified decline to serve or in the event MMC makes any changes to its bylaws or takes any other actions that would have the effect of disqualifying your nominees. Provide us with the authority upon which you will be able to make such substitution without re-soliciting shareholders and how such substitution would be consistent with MMC’s advance notice bylaw provision.

     The reservation of rights to substitute nominees has been deleted and therefore no further disclosure is being made.

29. With respect to this proposal and proposal 3, tell us whether these proposals, if approved by stockholders, are binding on the company or whether board action will be required even if stockholders approve these actions. If the latter, please revise your disclosure to state this.

     Article VI of MMC’s Bylaws provides that the directors may amend the Bylaws. While the Bylaws are silent on the ability of stockholders to amend the Bylaws, Section 109 of the Delaware General Corporation Law provides that the conferral of the power to adopt, amend or repeal Bylaws upon the directors shall not divest the stockholders of such corporation of the power, nor limit the stockholders’ power, to adopt, amend or repeal Bylaws. Copies of Article VI of MMC’s Bylaws and Section 109 of the Delaware General Corporation Law are supplementally provided. We therefore believe that Proposals 2 and 3, if adopted by stockholders, will be binding on MMC and will not require board action in order to be effective.

30. We note that Proposal 3 seeks to repeal any provision of the company’s bylaws adopted after March 7, 2008. Please disclose if you are aware of any amendments or changes that may have been made since that time. Given the purpose of the proposal,

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please disclose whether any potential new bylaws or amendments to existing bylaws will be repealed where they are wholly unrelated to preventing shareholders from accomplishing the objectives described in the proxy statement. Revise to disclose all of the potential effects of this proposal on shareholders. For example, please indicate that it could be used to repeal bylaw amendments that would be favored by a majority of MMC’s shareholders. You do not provide a termination date for the shareholder action to be taken by this proposal. If the bylaw repeal provision is adopted, disclose whether it would be an automatic revocation of any bylaws adopted by the board after the meeting. Disclose whether there are any bylaw or statutory provisions that invest the authority to adopt bylaws with the directors, and if so, how your proposal consistent with those provisions. Since it is difficult or impossible to predict the effects of a provision with a scope that is so broad, ensure that you include appropriate disclosure of potential unintended consequences of its adoption. Explain how the proposal may be detrimental to shareholders.

     Proposal 3 had been clarified to limit its effect to repeal of Bylaws or Bylaw amendments adopted between March 7, 2008 and the Annual Meeting date. We have disclosed that MMC has not disclosed any Bylaw amendments since March 7, 2008 and that the Proponents are not aware of MMC having adopted any new Bylaw or Bylaw amendment since that date. Disclosure has also been added that the effect of adoption of Proposal 3 may have unintended consequences, such as repeal of a Bylaw provision that may be favorable to stockholders or the repeal of a Bylaw provision that does not have the effect of impeding our proxy solicitation. As noted in our response to comment 29 above, we do not believe that board action is required for the effectiveness of Proposal 3 after stockholder approval and we have so disclosed in Proposal 3.

31. We note your intent to use discretionary authority with respect to any other matters that properly come before the Annual Meeting. Please note that you may not use discretionary authority conferred with these proxies to vote upon matters not known to you at the time of this solicitation but which come to your attention a reasonable time before the meeting. See Rule 14a-4(c). Please confirm your understanding.

     This will confirm our understanding pursuant to Rule 14a-4(c) that discretionary authority conferred with a proxy may not be used to vote upon matters not known to us at the time of this solicitation but which come to the attention of the participants a reasonable time before the meeting.

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32. We note that you may employ various methods to solicit proxies including mail, courier services, Internet, advertising, telephone, facsimile or telecopier or by electronic mail. Please be advised that all written soliciting materials, including any scripts to be used in soliciting proxies over the telephone, must be filed under the cover of Schedule 14A. Refer to Rules 14a-6(b) and (c). Please confirm your understanding in this regard.

     This will confirm our understanding that all written soliciting materials, including any scripts to be used in soliciting proxies over the telephone, must be filed under the cover of Schedule 14A.

33. Please provide us with your analysis as to why you did not disclose the intention to insert a new management team in a Schedule 13D filing.

     Amendment No. 1 to the Schedule 13D stated that, if the Nominees are elected, they would use their best efforts to elect Messrs. Aran, McConville and Miller to executive officer positions of the Issuer. It was our view that this provided the material disclosure. The implication appeared clear that the appointment of a new senior management team would mean the replacement of current senior managers. We would be grateful for any view that the Staff has on this point and, if the Staff disagrees, an amendment to the Schedule 13D will be filed to add the disclosure that the appointment of a new senior management team will result in the replacement of the current senior managers.

34. Please explain why you felt it necessary to “remind the board that no stockholder is entitled to preferential disclosure regarding any sale strategy.” Please disclose any facts you are aware of that would lead you to believe that (i) the company is pursuing a sale strategy and (ii) the company has made or intends to make such selective disclosure.

     EHL is aware that certain stockholders have recommended to MMC that it pursue a sale strategy. See, for example, Proposal No. 4 in MMC’s proxy statement. EHL has also announced that it has retained Merriman, Curhan, Ford & Co. to assist it in determining strategic alternatives, which would typically include a sale. EHL, as a major stockholder of MMC, wished to assure that the proxy contest is conducted with all stockholders having equal access to information and that MMC not selectively disclose to certain stockholders that a sale is being pursued so as to induce stockholders in favor of a sale transaction to vote for the incumbent board. We are not aware of any selective

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disclosure made by MMC or intent to make a selective disclosure.

35. Please provide your analysis as to why MMC is required to use the proceeds of the offering solely for the Chula Vista and Escondido projects based on the disclosure in the offering prospectus.

     EHL supplementally advises the Staff that EHL believes that the June 2007 offering prospectus reflects the clear intent of MMC to use an estimated $38 million of the approximately $46 million net proceeds of the offering for upgrades of the Chula Vista and Escondito plants. The cost of those upgrades was estimated at $126 million. It is recognized that the disclosure in the prospectus permitted the proceeds to be used for other purposes. The Proponents believe however, that use of a significant amount of the proceeds, such as up to $12 million for share repurchases, within a short time after the offering with expenditures still necessary for the completion of the projects, appears not to be consistent with the stated intent of the offering.

     The Proponents acknowledge that:

• the Proponents are responsible for the adequacy and accuracy of the disclosure of the filings;

• Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking action with respect to the filing; and

• the Proponents may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     Please note that the supplemental information being provided is being delivered via facsimile to Ms. Blair Petrillo of the Staff.

     Please call me at (212) 408-5371 to discuss this response.

Sincerely,

/s/ Edward P. Smith

Edward P. Smith

Enclosures

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