EXHIBIT 99.329

                          DEVELOPING BOOKOUT CAPABILITY

                                  SCOPE OF WORK

The development of a bookout capability will include two major tasks:

1.    Develop software to match imports and exports at a scheduling point that
      can be netted out of the import/export schedules passed to the ISO as well
      as determine all relevant billable quantities for the settlements of such
      imports and exports.

2.    Specifying the changes that will be required for the settlements system
      and all other parts of the PX system to correctly settle for
      imports/exports that are netted out as well as those that are not netted
      out.

Task 1 -- Develop application that matches imports and exports (see attached):

i.    Extract the initial preferred schedules (IPSs) and schedule adjustment
      bids (SABs) for imports and exports at a scheduling point (SP) that were
      submitted by the PX participants for an hour in the day-ahead (or
      hour-ahead) market from the CORE system.

ii.   Match the imports and exports that indicate their desire to participate in
      the bookout process at a SP to determine the initial preferred net
      import/export at the SP. [Match the lowest cost imports with the highest
      value exports as indicated by their SABs using the algorithm described in
      the white paper.]

iii.  Map each import or export that indicates its desire to participate in the
      bookout process into an import component and an export component. Develop
      the IPSs and SABs for these newly defined imports and exports according to
      the algorithm defined in the white paper so that the ISO only sees the net
      import or export during its congestion management process.

iv.   Write the modified imports and exports, their IPSs and SABs into the
      ISODAB and CORE systems.

v.    After the ISO performs congestion management, retrieve the modified
      imports and exports and theft final schedules (FSs) from the ISODAB.

vi.   Using the inverse of the mapping defined in (iii) to reconstruct the final
      schedules for the imports and exports originally defined by the PX
      participants.

vii.  Match the imports and exports that indicate their desire to participate in
      the bookout process at a SP to determine the final net import/export at
      the SP. Match the lowest cost imports with the highest value exports as
      indicated by their SABs using the algorithm described in the white paper.
      Determine the net import/export at the SP in the final schedule.

viii. Send information to participants informing them of the imports and exports
      that were matched in the netting process and that bypass the ISO. Also
      inform them of the remaining imports and exports that will be delivered to
      or from the ISO control area. This will be required for NERC tagging.

ix.   Calculate all billable quantities for the net imports/exports as well as
      the imports/exports that were netted out by the matching process.

Task 2 -- Specify all changes required in the CORE and Settlements systems to
address Bookout capability.

x.    Implementation to be done by HandE1-OM.





           PRICE ESTIMATE FOR DEVELOPMENT OF THE BOOKOUT APPLICATIONS

An estimated price of $500,000, plus reasonable travel expenses, is expected to
cover the cost of Bookout application development per scope stated above. The
Power Exchange and Perot Systems will need to work together to develop a more
detailed scope, a project plan and a more detailed cost estimate for this
development work.





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