Mr. Richard Culhane
Senior Director, Human Resources & Administration
California Power Exchange Corporation
1000 South Freemont Street
Building A9
Alhambra, California 91803 4737

Dear Richard,

Thanks again for your advice. Finding the best and right way to shape a
sustainable value-driven relationship in these times of urgency and change is a
substantial challenge. Your insight regarding the PX's priorities and how Perot
Systems Corporation may best match its experience and talents in meeting these
needs are considered invaluable.

We are excited about the possibility of PSC participating in designing the
processes, which will drive the customer's perception of the PX's service
quality. We possess the talent to deliver the desired results and, look forward
to taking this next step in building our relationship.

Enclosed for your review is a brief overview of our capabilities, including a
description of our approach and profiles of PSC associates we would engage. I
have deliberately kept the attachments to a minimum but, can provide summaries
of completed initiatives and references.

The proposed team combines talents from Jim Champy's business process consulting
group with industry domain experts. These are persons who can lay claim to
possessing the experience of already having done similar work and can thus
ensure [we hit] our hitting the ground running to advise the PX on what must be
done to deliver success. Hemant Lall and Paul Gribik, the industry domain
experts, have had extensive experience in both gas /electricity trading and
market restructuring. Jack Calhoun, aside from his extensive reengineering
expertise, is also one of PSC's lead designers in the creation of concepts
guiding the development of digital trading markets. Susan Howard, in addition to
having spent considerable time working with Swiss Bank and the financial
services markets, was also a lead designer of PSC's concepts and architecture
for our customer management strategic service offerings. This team's combination
of energy and financial services market experience is unique.

I'm faxing this document on to you for your review. I will be in California the
early part of this week and in our Alhambra offices on Wednesday. I'll contact
your offices to check on status and answer any questions you may have regarding
these materials.

We are looking forward to working with you.

Sincerely,


Ed Smith




                           Perot Systems Business Consulting Engagement Summary


Background                 The Business Consulting unit of Perot Systems
                           Corporation (PSC) has been practicing and
                           implementing the core principles of Business Process
                           Reengineering since its inception in the early
                           1990's.

                           Led by Jim Champy, well-known author of Business
                           Process Reengineering, Reengineering Management and
                           Fast Forward and developer of BPR, the group has
                           developed effective techniques to enable businesses
                           achieve economic value through rapid business process
                           redesign. Our view is that a process is a set of
                           activities that delivers value to customers and that
                           each business is a collection of processes. We use a
                           holistic approach to identify areas for dramatic
                           improvement, target quick hits for immediate
                           financial payback and deliver results, developed on a
                           strong customer-focused foundation.

                           We implement what we call Rapid Reengineering - which
                           is not synonymous with slash and bum tactics,
                           downsizing and other negative connotations that the
                           term reengineering sometimes brings to mind. We
                           believe that in most companies, the gap between of
                           what is and the potential business performance is
                           enormous.

                           We help our clients achieve breakthrough improvements
                           in business performance. Through an initial
                           engagement we use unique, proven techniques to
                           dramatically improve the pace for:

                           *  building alignment with a focus on service
                              excellence,

                           *  implementing process, systems and organizational
                              change,

                           *  creating an environment with much higher levels of
                              clarity and commitment to achieving business
                              goals, and

                           *  building more effective collaboration between IT
                              and business by maximizing utilization of
                              management, human and technology assets.

                           Following is a short overview of highlights from a
                           typical engagement, including the Performance Driven
                           Redesign Workshop, and staff profiles for the initial
                           engagement. We welcome the opportunity to meet with
                           you to discuss more about our approach, share our
                           references, and develop a plan to successfully enable
                           you for the customer-focused challenges the Energy
                           industry is demanding.




The Initial Engagement      A fast paced, practical approach is essential to the
                            success of any project. Moving rapidly to capitalize
                            on organization momentum, we will create a workable
                            project plan and template for analysis that will
                            create lasting value for the California Power
                            Exchange. We will:

                            *  analyze and evaluate the customer value-driven
                               processes planned for and within the context of
                               California Power Exchange's business,

                            *  establish metrics for stretch objectives in
                               closing the gap between planned processes and
                               ideal performance, and

                            *  identify and implement quick hits for immediate
                               payback.

                            Central to this rapid assessment process is the
                            development of a "common process" model. This model
                            represents California Power Exchange from the value
                            chain perspective and delineates within the model
                            process families that create value for your
                            customers. Rather than view your business from a
                            hierarchical view, using the common process model
                            approach allows a new perspective on process value
                            and a point from which the analysis of process value
                            can begin.

                            Analysis typically reveals three categories that
                            enable a focused approach: 1) strategic or
                            "identity" processes that create competitive
                            advantage for the company; and, 2) "bad fit
                            processes where a mismatch between current and
                            recommended practices will have material impact on
                            the business.




Performance Driven         Analysis of the current processes is only a starting
Redesign Workshop          point. PSC's unique Performance Driven Redesign
                           (PDR) Workshop will create a workable project plan,
                           a project budget and an aligned team of stakeholders
                           committed to results.

                           Following the process analysis step, a workshop is
                           held for key stakeholders and the appropriate cross
                           section of the business partners, including
                           representatives from your [the] customer segments.
                           Beginning with a "Case For Action" presented by the
                           sponsor, the carefully-scripted workshop agenda
                           establishes those areas of the assessment that
                           require decisions and present the attendees with an
                           appropriate set of exercises for reaching those
                           decisions.

                           These exercises are facilitated by process and
                           technology consultants and produce the environment
                           for critical thinking and teamwork necessary to
                           create innovative and meaningful solutions to
                           California Power Exchange's most important business
                           issues.

                           Participants of the PDR workshop will emerge with:

                           *  an understanding of strategic goals for the short
                              and medium term,

                           *  an analytical frame for subsequent analysis,

                           *  a preliminary project plan and project budget, and

                           *  an aligned, cross sectional team charged with
                              ownership for business results.

Summary                    We believe that a phased approach that builds
                           momentum with quick wins and understands the value of
                           business rewards is essential to succeed. Our
                           approach will focus your company on business results,
                           set clear ownership guidelines for the subsequent
                           project phases and establishes clear metrics for
                           business and systems performance. PSC's Business
                           Consulting Group helps its clients get closer to
                           their customers, partner in building new forms of
                           business, and apply technology strategically. This is
                           achieved through an integrated services approach that
                           is aligned to each client's goals. PSC has a strong
                           implementation and service orientation. We implement
                           what we recommend and support what we implement. This
                           approach promotes a commitment to excellence that
                           advisory services cannot.