Small company tries to shake loose of Enron. (Media & Technology).

Everything was all set for Tracy Price.

The co-founder and chief executive of Irvine-based FieldCentrix Inc. had just orchestrated a deal that promised a big payoff for his small company: acquisition by Enron Corp.

With the market for initial public offerings all but dead, selling to a Fortune 500 company seemed the next best exit strategy for FieldCentrix, one of OC's more promising startups.

Now, a year later, Price is trying to hammer out an exit strategy from Enron.

But undoing FieldCentrix from Enron has proven difficult. As of last week, FieldCentrix was in talks about the future of the company. Price declined comment on the negotiations.

Enron's Retall Services, a complex arrangement in its own right, is the majority shareholder in ServiceCo. It kicked in several subsidiaries worth around $100 million, according to Securities and Exchange Commission filings.

FieldCentrix joined Enron's Retail Services as an "unconsolidated affiliate" of Enron Energy Services, the company's energy arm.

In the months following Enron's bankruptcy, FieldCentrix officials and investors set out to find ways for the company to separate from Enron.

Various scenarios

Price and his team have made regular trips to Houston to meet with Enron attorneys about a separation deal. Those familiar with the dealings call them "highly sensitive." Price himself has spent weeks in Houston trying to get everybody to sign on to a deal.

"It's very complex," Price said in an earlier interview.

Sources who asked not to be named have offered some details about the talks. One scenario: FieldCentrix and investors could buy out all of ServiceCo, including Enron's stake.

"Generally speaking, the company is going through a large transaction," one source said.

Such a deal could make FieldCentrix four times its current size and one of Orange County's larger technology systems companies.

A year ago, the deal was a crowning feat for Price, who came up with the idea for FieldCentrix -- a maker of software and computer systems for field-service technicians -- on a napkin eight years ago.

The sale promised FieldCentrix more cash and resources. And, back then, Enron seemed like a solid company whose stock had seen a huge runup.

The deal went something like this: the energy trader acquired a majority stake in FieldCentrix and folded it, several subsidiaries and a third-party investment into a holding company, ServiceCo Holding Inc.

Price and other FieldCentrix owners got cash and stakes in the new entity (not Enron stock).

Chapter 11 complications

As the scope of Enron's troubles became known., Price and FieldCentrix's investors -- including Santa Monica-based TMCT Ventures an(l Newport Beach-based Forrest Binkley & Brown -- were dumbfounded.

Investors and executives began to fear for the future of FieldCentrix. If Enron declared Chapter 11, it could reorganize its stake in FieldCentrix shares in an unfavorable way. Worse, if Enron declared Chapter 7 liquidation, it stood to sell off its FieldCentrix interest to the highest bidder.

As it turns out, Enron filed for Chapter 11 in December. Price was determined not to let FieldCentrix get sucked away in the reorganization. Price and his group of investors started working on a deal that would free FieldCentrix from Enron.

FieldCentrix is seeking an investor to sponsor a buyout, which also would include the company's venture backers. They still have a financial stake in FieldCentrix and ServiceCo, sources said.

The process has proven a wild ride for FieldCentrix's tight-knit group of investors, who put in $37.5 million during the company's eight-year history. They now find themselves in a spot where they may need to ante up more or risk losing their original investments.