EXHIBIT 99.212

The problem of avoiding "taintedness" has a long political history. When faced
with potential temptation, there are two solutions. The first and most obvious
is to set up separation barriers, to isolate oneself. The second is to make sure
that one could not act on temptation. In medieval times, the king had the two
string fingers of defeated longbow-men removed. (And that is why the American
"V" symbol is considered a vulgar act of defiance in the UK.) In the old west,
the shooting hand and arm of a gunslinger were broken. This more gruesome
approach to "exclusivity" still allows the person in question to lead a
different, but normal life. The isolation mode does not. In the context of the
currently proposed project, an "amputation" approach is viable.

The issue is how to fully protect Edison International (EI) interests without
preventing the consultants from essentially ever talking to any other utility
operating in North America (as well as requiring them to discontinue efforts
with current projects.) The solution is to make us unable to provide any other
entity the tools/capabilities EI will have. We can solve the problem by making
the tool hyper-exclusive to EI to the extent that we cannot build another model
for that purpose or containing those capabilities. Further, we could not even
deluge or apply our knowledge of the unique and California specific protocol
(nor their tactical implications) to any other organization/entity.

We would take our generic PX/ISO representations to develop a one-of-a-kind,
completely exclusive-use, California-specific model of PX/ISO. The resulting
enhanced model could not be used with any other organizations/entities except as
authorized by Edison International (EI). Neither PAC nor any of its
subcontractors could use the enhanced model created for this project nor produce
an equivalent or similar California-specific PX/ISO model for any other
organization/entity for a period of five years from January 1, 1998.(1)

- --------
(1) The current PAC multi-client "retail wheeling" project (of which EI would
automatically be a participant, because we would start with that model and its
databases) uses CIGMOD for non-tactical, non-real time gaming and only contains
yearly (seasonal at best) resolution; it captures general principles but not
actual play. It contains only a very general representation of the California
deregulation - only consumer choice, the CTC and DAC restrictions on the large
UDC's and Generators. This detail is comparable to the level of detail used for
all the other states, Canada and Mexico. Further, the model only contains, on
average, one transmission node per state/province. In addition, current
agreements with Resource Data International (RDI) prevent plant specific data
from being provided with the model - data are by plant type only. (The EI model
that would include the California PX/ISO would be plant-by-plant and represented
by a 100 or more bus simulation of the California system that in actually
contains over 6000 buses.) Many of the general rules/characteristics of the
California system are naturally (and previously) present in other non-California
ISO/PX entities and are definitionally non-proprietary information. These are
all that are contained or will be contained in any non-EI versions of CIGMOD.

Thus, the non-EI CIGMOD cannot and could not be used for anything more that
broad strategic issues in the short-term and acquisition/merger tactics for the
mid- and long-term. (This project includes BC Hydro, BPA, PacifiCorp, and Public
Service Company of Colorado among its 12 participants.)



To be more specific, neither PAC nor any of its subcontractors could assist,
provide consulting, or present any information to any other organization/entity
in regard to any real-time or tactical activities associated with the California
electric market for the same five year period.

Of course, all EI data would remain proprietary under routine disclosure
agreements. While the agreement would also prevents any discussion of EI
strategies, our inability to provide anyone else a tactical or real-time model
of the CA market fully prevents the inadvertent use of any derived innate
knowledge to the detriment of EI.

On a second but related issue, Lewis, John and Margaret, determined that the
time line of the proposal was inadequate for current and pressing protocol
evaluation needs. It appears that we can accommodate the requested July
deadlines. A new task would be added to Phase I. It would be a part of Phase I
rather than stand-alone because of its value added to EI and value lost by us
with regard to future business opportunities with other utilities. This task
would include an evaluation plus first-approximation, modeled-verification of
any PX/ISO/Settlement protocols or CPUC/FERC positions that either hurt or help
EI's position in the market place and whose modification may need to be
officially pursued during the current FERC proceedings. When the exclusivity
issue is resolved, I will quickly provide a detailed definition of the
evaluation task.

I can make a proposal that does not include Perot Systems. It would require,
however, that EI staff be completely responsible for quickly building a reduced
sized (speedy) model of the PX/ISO that validly represents all the protocols
relevant to gaming activities. Perot Systems already knows how to do this. More
importantly, my limited knowledge of California protocols and their
interpretation means that I have a learning curve to climb. Staff of Perot
Systems already has thought extensively about the gaming issues for some time
and have been instrumental in bring me up to speed as fast as I have come. I
need to make valid assertions about gaming potential to EI management plus
provide "loss-protected" strategies in the real-time model. It is unclear that
this can be done without Perot Systems help, especially Paul Gribik's and
Dariush.Shirmohammadi's expertise. Both are is very clever and their minds are
devious enough to readily search for and find gaming opportunities among the
myriad of individual (and combined!) protocols. I would need to feel comfortable
with a staff member in EI with the same mind-set before I could be confident
that I could provide EI authoritative and definitive conclusions with regard to
gaming opportunities both for and against the interests of EI. Given my
experience to date with utility employees, they all seem too well seasoned and
trained on preserving system integrity to let themselves focus on ways to take
advantage of the "rules." (As an important aside, When I read the CPUC and FERC
documents, many protocols appear open to multiple interpretations. More than
once Paul has steered me straight by noting how the "law" is actually written
and used in the PX/ISO software. Does EI have this knowledge?) If EI management
still feels that they can provide the expertise needed to implement a exhaustive
gaming system, I will provide an "alternative" proposal.