EXHIBIT 99.4


              [CALIFORNIA INDEPENDENT SYSTEM OPERATOR LETTERHEAD]



                                             November 24, 1997



Mr. H. Ronald Nash
Vice President, Perot Systems Corporation
12377 Merit Drive
Suite 1100
Dallas, Texas 75251

Dear Ron:

     Many thanks for your and Chuck Bell's trip to Folsom last week to help
work out the conflict of interest matter involving Perot's contemplated
consulting services ("the Services") in conjunction with Policy Analysis
Corporation ("PAC"). I belivee that we are in agreement on the need to move
forward quickly to remedy the situation.

     Your recognition that the appearance of conflict weighs as heavily as
actual conflict was most welcome. Public confidence in the fairness of the ISO
and PX Systems must be one of its salient characteristics; it is a major and
substantial interest of ours - and the FERC's - in the design and procurement
of the system and the market. That the ISO is a quasi-public if not a public
entity and the procurement funds for the system are quasi-public if not public
funds, are important elements of the environment in which we are operating.

     Achievement of the December 5 deadline for having our conflict solution in
place will be important, as I outlined. By way of summary, the elements that
need to be available or in place are as follows:

     o    The form as a disclaimer which will be issued to past future prospects
          for the Services. We are to have the total number of prospects
          approached and "pitched"; you will approach all past and future
          prospects and secure permission to disclose their identity, if
          possible.

     o    Provide a set of Ethics Assurance Procedures to assure appropriate
          isolation of the ISO/Alliance Project from the offering and providing
          of the Services. We need to identify the Project personnel in their
          varying capacities and their exposure or access to protected or
          non-public information relating to the Project, and identify as well
          the appropriate applicatory time periods.

     o    Provide a control process to assure the continuing implementation of
          the above.

     o    Provide certification in appropriate form that no protected or
          non-public information has been released, either to PAC or to
          prospective clients in the course of soliciting clients for the
          services or actually providing the services, as well as that the above
          described activities are being implemented.


                                     - 2 -
                                                               November 24, 1997

     I appreciate your looking into the form of the "teaming" arrangements
between Perot and PAC for provision of the services so that we can be aware of
their circumstances. Also of importance is your continuing assessment regarding
how the ISO can receive assurance that the system is free of any gratuitous
insertions or "hooks" designed to enable some feature of the Services, both
past and future.

     Again, Ron, thank you for your positive response to our concerns. We look
forward to responding rapidly to the items set forth above, after we receive
your draft proposal.

                                       Sincerely,

                                       /S/ JEFFREY TRANEN
                                       Jeffrey Tranen
                                       President and Chief Executive Officer